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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(Mark One)

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

For the fiscal quarter ended: September 30, 2008

or



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

Commission File Number: 001-33816





HECKMANN CORPORATION

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 26-0287117                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

75080 Frank Sinatra Drive, Palm Desert, California 92211

(760) 341-3606

(Address, including
zip code, and telephone number, including area code, of registrants principal executive offices)





Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

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

 ̈  Large accelerated filer         ̈  Accelerated filer        x  Non-accelerated filer         ̈  Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as
defined by Rule 12b-2 of the Act).    Yes  x    No   ̈

Indicate the number of shares of each of the issuers classes of common stock as of the latest practicable date.

The number of shares outstanding of the registrants common stock as of September 30, 2008 was 67,646,800.







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HECKMANN CORPORATION

TABLE OF CONTENTS



|                              |  |                                                                                       |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                       |  | Page
|PART I. FINANCIAL INFORMATION |  | 1                                                                                    
|Item 1.                       |  | FINANCIAL STATEMENTS                                                                  |  | 1   
|                              |  | Unaudited Condensed Financial Statements                                              |  |     
|                              |  | Unaudited Condensed Balance Sheets                                                    |  | 1   
|                              |  | Unaudited Condensed Statements of Income                                              |  | 2   
|                              |  | Unaudited Condensed Statements of Cash Flows                                          |  | 3   
|                              |  | Notes to Unaudited Condensed Financial Statements                                     |  | 4   
|Item 2.                       |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 9   
|Item 3.                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 11  
|Item 4.                       |  | CONTROLS AND PROCEDURES                                                               |  | 11  
|                              | 
|PART II. OTHER INFORMATION    |  | 12                                                                                   
|Item 1.                       |  | LEGAL PROCEEDINGS                                                                     |  | 12  
|Item 1A.                      |  | RISK FACTORS                                                                          |  | 12  
|Item 2.                       |  | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                           |  | 12  
|Item 3.                       |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 12  
|Item 4.                       |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 13  
|Item 5.                       |  | OTHER INFORMATION                                                                     |  | 13  
|Item 6.                       |  | EXHIBITS                                                                              |  | 13  
|                              | 
|SIGNATURES                    |  |                                                                                      



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HECKMANN CORPORATION

PART IFINANCIAL INFORMATION



|Item 1. | Financial Statements.
|------- | ---------------------

HECKMANN CORPORATION

(a corporation in the development stage)

CONDENSED BALANCE SHEETS



|                                                                                                                                                                                       |  |                   |             |                  |   |            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | ---------------- | - | -----------
|                                                                                                                                                                                       |  | September 30,2008 |             | December 31,2007
|                                                                                                                                                                                       |  | (unaudited)       |             |                 
|ASSETS                                                                                                                                                                                 |  |                   |             |                  |   |            
|Current assets:                                                                                                                                                                        |  |                   |             |                  |   |            
|Cash and cash equivalents                                                                                                                                                              |  | $                 | 2,670,402   |                  | $ | 872,252    
|Prepaid expenses                                                                                                                                                                       |  |                   | 25,833      |                  |   | 142,082    
|Cash and cash equivalents held in trust account                                                                                                                                        |  |                   | 430,431,520 |                  |   | 429,560,517
|Deferred tax asset                                                                                                                                                                     |  |                   | 71,687      |                  |   | 71,687     
|Other current assets                                                                                                                                                                   |  |                   | 478,289     |                  |   |           
|                                                                                                                                                                                       |  |                   |             |                  |   |            
|Total current assets                                                                                                                                                                   |  |                   | 433,677,731 |                  |   | 430,646,538
|                                                                                                                                                                                       |  |                   |             |                  |   |            
|Deferred costs                                                                                                                                                                         |  |                   | 1,963,750   |                  |   |           
|                                                                                                                                                                                       |  |                   |             |                  |   |            
|Total assets                                                                                                                                                                           |  | $                 | 435,641,481 |                  | $ | 430,646,538
|                                                                                                                                                                                       |  |                   |             |                  |   |            
|LIABILITIES & STOCKHOLDERS EQUITY                                                                                                                                                     |  |                   |             |                  |   |            
|Current liabilities:                                                                                                                                                                   |  |                   |             |                  |   |            
|Accrued expenses                                                                                                                                                                       |  | $                 | 1,406,750   |                  | $ | 113,430    
|Income tax payable                                                                                                                                                                     |  |                   |            |                  |   | 1,242,796  
|Deferred underwriting fees                                                                                                                                                             |  |                   | 19,482,048  |                  |   | 19,482,048 
|                                                                                                                                                                                       |  |                   |             |                  |   |            
|Total current liabilities                                                                                                                                                              |  |                   | 20,888,798  |                  |   | 20,838,274 
|Commitments and Contingencies:                                                                                                                                                         |  |                   |             |                  |   |            
|Common stock, subject to possible redemption, 16,235,039 shares at $7.91 per share                                                                                                     |  |                   | 128,419,158 |                  |   | 128,419,158
|Deferred interest income attributable to common stock subject to possible redemption (net of taxes of $288,215 and $181,865 at
September 30, 2008 and December 31, 2007, respectively) |  |                   | 419,927     |                  |   | 264,976    
|Stockholders equity:                                                                                                                                                                  |  |                   |             |                  |   |            
|Preferred stock, $0.001 par value, 1,000,000 shares authorized; no shares issued or outstanding at September 30, 2008 and
December 31, 2007                                            |  |                   |            |                  |   |           
|Common stock, $0.001 par value, 250,000,000 shares authorized; 67,646,800 shares issued and outstanding at September 30, 2008 and
December 31, 2007                                    |  |                   | 67,647      |                  |   | 67,647     
|Additional paid-in capital                                                                                                                                                             |  |                   | 280,175,586 |                  |   | 280,175,586
|Retained earnings accumulated during the development stage                                                                                                                             |  |                   | 5,670,365   |                  |   | 880,897    
|                                                                                                                                                                                       |  |                   |             |                  |   |            
|Total stockholders equity                                                                                                                                                             |  |                   | 285,913,598 |                  |   | 281,124,130
|                                                                                                                                                                                       |  |                   |             |                  |   |            
|Total liabilities and stockholders equity                                                                                                                                             |  | $                 | 435,641,481 |                  | $ | 430,646,538
|                                                                                                                                                                                       |  |                   |             |                  |   |            

See accompanying notes to financial statements



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HECKMANN CORPORATION

(a corporation in the development stage)

CONDENSED STATEMENTS OF INCOME

(unaudited)



|                                                                                                    |  |                                    |            |   |                                   |   |            |                                    |  |   |                                        |   |  |   |        |   |  |   |            |  
|--------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | - | --------------------------------- | - | ---------- | ---------------------------------- |  | - | -------------------------------------- | - |  | - | ------ | - |  | - | ---------- | -
|                                                                                                    |  | Three MonthsEndedSeptember 30,2008 |            |   | Nine MonthsEndedSeptember 30,2008 |   |            | Three MonthsEndedSeptember 30,2007 |  |   | Period from May 29, 2007(inception) to |  
|                                                                                                    |  |                                    |            |   | September 30,2007                 |   |            | September 30,2008                  | 
|General and administrative costs                                                                    |  | $                                  | 460,114    |   |                                   | $ | 1,247,629  |                                    |  |   |                                       |   |  | $ |       |   |  | $ | 1,416,674  |  
|                                                                                                    |  |                                    |            |   |                                   |   |            |                                    |  |   |                                        |   |  |   |        |   |  |   |            |  
|Loss from operations                                                                                |  |                                    | (460,114   | ) |                                   |   | (1,247,629 | )                                  |  |   |                                       |   |  |   |       |   |  |   | (1,416,674 | )
|Interest income (expense), net                                                                      |  |                                    | 2,569,055  |   |                                   |   | 9,415,903  |                                    |  |   | (2,344                                 | ) |  |   | (2,955 | ) |  |   | 11,901,930 |  
|                                                                                                    |  |                                    |            |   |                                   |   |            |                                    |  |   |                                        |   |  |   |        |   |  |   |            |  
|Income (loss) before provision for taxes                                                            |  |                                    | 2,108,941  |   |                                   |   | 8,168,274  |                                    |  |   | (2,344                                 | ) |  |   | (2,955 | ) |  |   | 10,485,256 |  
|Provision for income taxes                                                                          |  |                                    | 859,310    |   |                                   |   | 3,223,855  |                                    |  |   | (954                                   | ) |  |   | (1,203 | ) |  |   | 4,394,964  |  
|                                                                                                    |  |                                    |            |   |                                   |   |            |                                    |  |   |                                        |   |  |   |        |   |  |   |            |  
|Net income (loss)                                                                                   |  |                                    | 1,249,631  |   |                                   |   | 4,944,419  |                                    |  |   | (1,390                                 | ) |  |   | (1,752 | ) |  |   | 6,090,292  |  
|Deferred interest income, net of taxes, attributable to common stock subject to possible redemption |  |                                    | (243,155   | ) |                                   |   | (154,951   | )                                  |  |   |                                       |   |  |   |       |   |  |   | (419,927   | )
|                                                                                                    |  |                                    |            |   |                                   |   |            |                                    |  |   |                                        |   |  |   |        |   |  |   |            |  
|Net income (loss) attributable to common stockholders                                               |  | $                                  | 1,006,476  |   |                                   | $ | 4,789,468  |                                    |  | $ | (1,390                                 | ) |  | $ | (1,752 | ) |  | $ | 5,670,365  |  
|                                                                                                    |  |                                    |            |   |                                   |   |            |                                    |  |   |                                        |   |  |   |        |   |  |   |            |  
|Net income attributable to common stockholders per share                                            |  |                                    |            |   |                                   |   |            |                                    |  |   |                                        |   |  |   |        |   |  |   |            |  
|Basic and diluted                                                                                   |  | $                                  | 0.01       |   |                                   | $ | 0.07       |                                    |  | $ |                                       |   |  | $ |       |   |  | $ | 0.12       |  
|Weighted average shares outstanding                                                                 |  |                                    |            |   |                                   |   |            |                                    |  |   |                                        |   |  |   |        |   |  |   |            |  
|Basic and diluted                                                                                   |  |                                    | 67,646,800 |   |                                   |   | 67,646,800 |                                    |  |   |                                       |   |  |   |       |   |  |   | 48,871,584 |  

See accompanying notes to financial statements



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HECKMANN CORPORATION

(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|--------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ------------------ | - | -------------------------------------- | ------------------ | ------ | - |  | - | ------------ | -
|                                                                                                                |  | Nine MonthsEndedSeptember 30, 2008 |                    |   | Period from May 29, 2007(inception) to |                   
|                                                                                                                |  |                                    | September 30, 2007 |   |                                        | September 30, 2008 |       
|Operating activities                                                                                            |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Net income (loss)                                                                                               |  | $                                  | 4,944,419          |   |                                        | $                  | (1,752 | ) |  | $ | 6,090,292    |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities                         |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Interest earned on cash and cash equivalents held in trust, net of trust funds received for funding of expenses |  |                                    | (871,003           | ) |                                        |                    |       |   |  |   | (2,360,480   | )
|Deferred taxes                                                                                                  |  |                                    |                   |   |                                        |                    |       |   |  |   | (71,687      | )
|Changes in:                                                                                                     |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Prepaid expenses                                                                                                |  |                                    | 116,249            |   |                                        |                    |       |   |  |   | (25,833      | )
|Accrued expenses                                                                                                |  |                                    | 10,320             |   |                                        |                    | 2,955  |   |  |   | 123,750      |  
|Income tax payable                                                                                              |  |                                    | (1,242,796         | ) |                                        |                    |       |   |  |   |             |  
|Other assets                                                                                                    |  |                                    | (478,289           | ) |                                        |                    | (1,203 | ) |  |   | (478,289     | )
|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Net cash provided by operating activities                                                                       |  |                                    | 2,478,900          |   |                                        |                    |       |   |  |   | 3,277,753    |  
|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Investing activities                                                                                            |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Cash held in trust account                                                                                      |  |                                    |                   |   |                                        |                    |       |   |  |   | (428,071,040 | )
|Cash paid for pre-acquisition costs                                                                             |  |                                    | (680,750           | ) |                                        |                    |       |   |  |   | (680,750     | )
|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Net cash used in investing activities                                                                           |  |                                    | (680,750           | ) |                                        |                    |       |   |  |   | (428,751,790 | )
|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Financing activities                                                                                            |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Proceeds from note to stockholder                                                                               |  |                                    |                   |   |                                        |                    |       |   |  |   | 258,300      |  
|Repayment of note to stockholder                                                                                |  |                                    |                   |   |                                        |                    |       |   |  |   | (258,300     | )
|Proceeds from public offering, net                                                                              |  |                                    |                   |   |                                        |                    |       |   |  |   | 421,076,789  |  
|Proceeds from issuance of warrants                                                                              |  |                                    |                   |   |                                        |                    |       |   |  |   | 7,000,000    |  
|Proceeds from issuance of securities to initial shareholders, net                                               |  |                                    |                   |   |                                        |                    |       |   |  |   | 67,650       |  
|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Net cash provided by financing activities                                                                       |  |                                    |                   |   |                                        |                    |       |   |  |   | 428,144,439  |  
|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Net increase in cash                                                                                            |  |                                    | 1,798,150          |   |                                        |                    |       |   |  |   | 2,670,402    |  
|Cash and cash equivalentsbeginning of period                                                                   |  |                                    | 872,252            |   |                                        |                    |       |   |  |   |             |  
|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Cash and cash equivalentsend of period                                                                         |  | $                                  | 2,670,402          |   |                                        | $                  |       |   |  | $ | 2,670,402    |  
|                                                                                                                |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Non-cash financing activities                                                                                   |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Deferred underwriting discounts and commissions                                                                 |  |                                    |                   |   |                                        |                    |       |   |  | $ | 19,482,048   |  
|Redemption of founding stockholders shares                                                                     |  |                                    |                   |   |                                        |                    |       |   |  | $ | 4,225        |  
|Supplemental                                                                                                    |  |                                    |                    |   |                                        |                    |        |   |  |   |              |  
|Cash paid for interest                                                                                          |  |                                    |                   |   |                                        |                    |       |   |  | $ | 4,153        |  
|Cash paid for income taxes                                                                                      |  | $                                  | 4,944,940          |   |                                        | $                  |       |   |  | $ | 4,944,940    |  



See accompanying notes to
financial statements



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HECKMANN CORPORATION

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

Note 1  Description of Business

Heckmann Corporation (a corporation in the
development stage) (the Company) was incorporated in Delaware on May 29, 2007 as a blank check company whose objective is to acquire, through a merger, stock exchange, asset acquisition, reorganization or similar business
combination, one or more operating business or businesses. The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) No. 7, Accounting and Reporting By
Development Stage Enterprises, and is subject to the risks associated with activities of development stage companies. All activity through September 30, 2008 relates to the companys formation, initial public offering and efforts
to identify prospective target businesses. At September 30, 2008, the Company had not commenced any operations other than analysis and development activities associated with investigation of prospective target businesses.

The registration statement for the initial public offering (the Offering) was declared effective by the Securities and Exchange Commission on
November 9, 2007. The Company closed the Offering on November 16, 2007 and received proceeds of $421,071,040 net of underwriting discounts and commissions of $10,823,360 (including $19,482,048 of deferred underwriting discounts and
commissions placed in the trust account pending completion of a business combination). The Companys management has broad discretion with respect to the specific application of the net proceeds of the Offering and the partial Over-Allotment
Option Exercise, although substantially all of the net proceeds of the Offering and the partial Over-Allotment Option Exercise are intended to be generally applied toward consummating a business combination with an operating company or companies. As
used herein, a Target Business shall mean one or more businesses that at the time of the Companys initial business combination has a fair market value of at least 80% of the Companys net assets (excluding deferred
underwriting discounts and commissions of approximately $19.5 million) and a Business Combination shall mean the acquisition by the Company of such Target Business. Furthermore, there is no assurance that the Company will be able to
successfully consummate a Business Combination. Upon the consummation of the Offering, approximately 99% of the gross proceeds, after payment of certain offering expenses and amounts to the Underwriters, was placed in a trust account (Trust
Account) and invested in eligible institutional money market funds pursuant to SEC Rule 2(a)(7) and short-term securities issued or guaranteed by the United States. The proceeds will be held in the Trust Account until the earlier of
(i) the consummation of the Companys initial Business Combination or (ii) the Companys dissolution and liquidation of the Trust Account as described below. The remaining proceeds may be used to pay for business, legal and
accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

In the event that the Company
does not consummate a Business Combination within 24 months after the consummation of the Offering the Company will dissolve and distribute the proceeds held in the Trust Account to the Companys stockholders, excluding the Founders, to
the extent of their stock holdings. In the event of such liquidation and distribution, 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 Unit in the Offering (assuming no value is attributed to the Warrants contained in the Units offered in the Offering discussed in Note 4).

Note 2  Basis of Presentation

The accompanying unaudited condensed financial
statements have been prepared by the Company and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30,
2008 and the financial results for the three and nine months ended September 30, 2008 and the three months ended September 30, 2007 and the period from May 29, 2007 (date of inception) to September 30, 2007 and September 30,
2008, in accordance with accounting principles generally accepted in the United States of America for interim financial statements and pursuant to the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and
footnote disclosures normally included in the Companys annual audited financial statements have been condensed or omitted pursuant to such rules and regulations. The balance sheet as of December 31, 2007, as presented herein, was derived
from the Companys audited financial statements but does not include all disclosures required by generally accepted accounting principles.

The results of operations for the three and nine months ended September 30, 2008 and the three months ended September 30, 2007 and the period from May 29, 2007 (date of inception) to September 30, 2007 and
September 30, 2008 are not necessarily indicative of the results of operations to be expected for a full fiscal year. These interim unaudited financial statements should be read in conjunction with the financial statements for the period from
May 29, 2007 (date of inception) to December 31, 2007, which are included in the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission.



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Note 3  Summary of Significant Accounting Policies

Cash and cash equivalents:

The Company considers all
highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The trust assets are invested in one or more money market funds.

Net income per share:

Basic net income per share is computed by dividing net income by the weighted
average number of common shares outstanding for the period. Diluted earnings per share is computed similar to basic net income per share, but includes the dilutive effect of shares issued pursuant to the Companys outstanding warrants which are
exercisable on the later of (i) the completion of a business combination or (ii) one year after consummation of the Companys initial public offering.

Use of estimates:

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

Recent
accounting developments:

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The objective of
SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting
principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS
No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.

Income taxes:

In July 2006, the FASB issued FIN 48, which clarifies the accounting for uncertainty in income taxes recognized in a companys financial
statements in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement process for recording in the financial statements uncertain
tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance on the de-recognition, classification, interest and penalties, accounting in interim periods, and disclosure requirements for uncertain tax
positions. The Company adopted FIN 48 upon inception.

The Company is subject to taxation in the U.S. and California taxing jurisdictions.
The Companys tax returns for 2007 are subject to examination by the Federal and California tax authorities. The Companys policy is to recognize interest expense and penalties related to income tax matters as a component of income tax
expense. As of September 30, 2008, the Company had no interest or penalties accrued for uncertain tax positions.

Note 4  Initial Public
Offering

On November 16, 2007, the Company sold to the public 54,116,800 Units, including 4,116,800 Units pursuant to the partial
Over Allotment Option exercise, at a price of $8.00 per Unit. Each Unit consists of one share of the Companys common stock, $0.001 par value, and one Redeemable Common Stock Purchase Warrant (Warrant). Each Warrant will entitle the
holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing the later of the completion of a Business Combination with a Target Business or November 9, 2008 and expiring November 9, 2011, unless
earlier redeemed. The Warrants will be redeemable at a price of $0.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $11.50 per share for any 20
trading days within a 30 trading day period ending on the third business day prior to the date on which notice of redemption is given.



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Note 5  Commitment

The Company paid an underwriting discount of 2.5% of the public Unit offering price to the Underwriters at the closing of the Offering, with an additional 4.5% fee of the gross Offering proceeds payable upon the
Companys consummation of a Business Combination. This additional 4.5% fee, or $19,482,048 at September 30, 2008 and December 31, 2007, is reflected as a liability in the accompanying unaudited condensed balance sheets.

Note 6  Fair Value Measurements

Effective January 1, 2008, the Company implemented Statement of Financial Accounting Standard No. 157, Fair Value Measurement, or SFAS 157, for its financial assets and liabilities that are re-measured and reported at fair
value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. In accordance with the provisions of FSP No. FAS 157-2, Effective Date of FASB Statement No. 157,the Company has elected to defer implementation of SFAS 157 as it relates to its non-financial assets and non-financial liabilities that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis until
January 1, 2009. The Company is evaluating the impact, if any, this standard will have on its non-financial assets and liabilities.

The adoption of SFAS 157 to the Companys financial assets and liabilities and non-financial assets and liabilities that are re-measured and reported at fair value at least annually did not have an impact on the Companys
financial results.

The following table presents information about the Companys assets and liabilities that are measured at fair
value on a recurring basis as of September 30, 2008, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted
prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3
inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability (in millions):



|                                        |  |              |       |                                         |   |                                             |  |                                        |   |  |   |  
|--------------------------------------- |  | ------------ | ----- | --------------------------------------- | - | ------------------------------------------- |  | -------------------------------------- | - |  | - | -
|Description                             |  | June 30,2008 |       | Quoted Prices inActive Markets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |  | SignificantUnobservableInputs(Level 3)
|Assets:                                 |  |              |       |                                         |   |                                             |  |                                        |   |  |   |  
|Cash equivalents                        |  | $            | 2.7   |                                         | $ | 2.7                                         |  | $                                      |  |  | $ | 
|Cash and cash equivalents held in trust |  |              | 430.4 |                                         |   | 430.4                                       |  |                                        |  |  |   | 
|                                        |  |              |       |                                         |   |                                             |  |                                        |   |  |   |  
|Total                                   |  | $            | 433.1 |                                         | $ | 433.1                                       |  | $                                      |  |  | $ | 
|                                        |  |              |       |                                         |   |                                             |  |                                        |   |  |   |  

The fair values of the Companys cash equivalents and cash and cash equivalents held in the
Trust Account are determined through market, observable and corroborated sources.

The carrying amounts reflected in the consolidated
balance sheets for other current and non-current assets and accrued expenses approximate fair value due to their short-term maturities.

Note 7  Stockholders Equity

The Company has authorized 250,000,000 shares of common stock at a par
value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share. There are 67,646,800 shares of common stock issued and outstanding as of September 30, 2008. There are no shares of preferred stock
outstanding as of September 30, 2008.



6



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##### Table of Contents

Note 8  Earnings per Common Share

The table below sets forth the computation of basic and diluted earnings per common share:



|                                                                                               |  |                                    |            |                                   |                   |                                    |  |                   |                                        |   |  |   |        |   |  |   |           
|---------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | --------------------------------- | ----------------- | ---------------------------------- |  | ----------------- | -------------------------------------- | - |  | - | ------ | - |  | - | ----------
|                                                                                               |  | Three MonthsEndedSeptember 30,2008 |            | Nine MonthsEndedSeptember 30,2008 |                   | Three MonthsEndedSeptember 30,2007 |  |                   | Period from May 29, 2007(inception) to
|                                                                                               |  |                                    |            |                                   | September 30,2007 |                                    |  | September 30,2008
|Net income (loss)                                                                              |  | $                                  | 1,249,631  |                                   | $                 | 4,944,419                          |  | $                 | (1,390                                 | ) |  | $ | (1,752 | ) |  | $ | 6,090,292 
|                                                                                               |  |                                    |            |                                   |                   |                                    |  |                   |                                        |   |  |   |        |   |  |   |           
|Basic earnings per common share:                                                               |  |                                    |            |                                   |                   |                                    |  |                   |                                        |   |  |   |        |   |  |   |           
|Weighted average common shares outstanding exclusive of shares subject to possible redemption: |  |                                    | 67,646,800 |                                   |                   | 67,646,800                         |  |                   |                                       |   |  |   |       |   |  |   | 48,871,584
|                                                                                               |  |                                    |            |                                   |                   |                                    |  |                   |                                        |   |  |   |        |   |  |   |           
|Net income per common share  basic                                                            |  | $                                  | 0.01       |                                   | $                 | 0.07                               |  | $                 |                                       |   |  | $ |       |   |  | $ | 0.12      
|                                                                                               |  |                                    |            |                                   |                   |                                    |  |                   |                                        |   |  |   |        |   |  |   |           
|Diluted earnings per common share:                                                             |  |                                    |            |                                   |                   |                                    |  |                   |                                        |   |  |   |        |   |  |   |           
|Weighted average common shares outstanding                                                     |  |                                    | 67,646,800 |                                   |                   | 67,646,800                         |  |                   |                                       |   |  |   |       |   |  |   | 48,871,584
|Effect of dilutive securities  Warrants                                                       |  |                                    |           |                                   |                   |                                   |  |                   |                                       |   |  |   |       |   |  |   |          
|Weighted average common shares outstanding exclusive of shares subject to possible redemption: |  |                                    | 67,646,800 |                                   |                   | 67,646,800                         |  |                   |                                       |   |  |   |       |   |  |   | 48,871,584
|                                                                                               |  |                                    |            |                                   |                   |                                    |  |                   |                                        |   |  |   |        |   |  |   |           
|Net income per common share  diluted                                                          |  | $                                  | 0.01       |                                   | $                 | 0.07                               |  | $                 |                                       |   |  | $ |       |   |  | $ | 0.12      
|                                                                                               |  |                                    |            |                                   |                   |                                    |  |                   |                                        |   |  |   |        |   |  |   |           

The Company has approximately 74.6 million warrants outstanding, which are not reflected as
dilutive securities since their exercisability is contingent upon the latter of November 9, 2008 or a successful Business Combination.

Note 9
 Related Party Transactions

The Company has agreed to pay Heckmann Enterprises, Inc., an entity owned and controlled by
Mr. Heckmann, our Chairman of the Board and Chief Executive Officer, a total of $10,000 per month for office space, administrative services and secretarial support. This arrangement is not intended to provide Mr. Heckmann compensation in
lieu of a salary. Upon completion of a Business Combination or our liquidation, the Company will cease paying these monthly fees.

Note 10  Recent
Developments

On May 19, 2008, the Company, and Heckmann Acquisition II Corp., a Delaware corporation and the Companys
wholly-owned subsidiary (Acquisition Sub), entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with China Water and Drinks, Inc., a Nevada corporation (CWDK). CWDK is a licensed
bottled water producer and operates bottled water production plants in China through eight subsidiaries in the cities of Guangzhou (Guangdong Province), Zhanjiang (Guangdong Province), Changchun (Jilin Province), Feixian (Shandong Province), Nanning
(Guangxi Province) and Shenyang (Liaoning Province), Changsha (Hunan Province), and Beijing. Each of its production plants has two types of production lines: one type produces bottle-sized (350ml-1,500ml) bottled water and the other produces
carboy-sized (18.9L) bottled water. CWDK produces a variety of bottled water products, including purified water, mineralized water, and oxygenated water, and it plans to produce other specialized bottled water products, including vitamin and
nutrient enriched water and flavored water products in the future. CWDK produces and markets its bottled water products primarily under the brand names Darcunk, (which in Chinese means Absolutely Pure,) and Grand
Canyon. It also supplies bottled water products to globally recognized beverage companies, including Coca-Cola and Uni-President, under their own brand names. In addition, it provides private label bottled products to companies in the service
industry, such as hotels and casinos.

Pursuant to the terms of the Merger Agreement, CWDK will be merged with and into Acquisition Sub
(the Merger). At the date and time the Merger becomes effective (the Effective Time), each share of the CWDKs common stock (CWDK Common Stock) will be converted into the right to receive (i) 0.8 shares
of common stock, par value $0.01 per share of the Company (Company Common Stock), as such fraction may be adjusted in accordance with the Merger Agreement (the Exchange Ratio), and/or (ii) at the election of the holders
of CWDK Common Stock, an amount in cash equal to US$5.00 per share of CWDK Common Stock. The Merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

As a result of certain agreements entered into among the Company, CWDK, and certain CWDK security holders in connection with the execution and delivery
of the Merger Agreement, CWDK security holders have already elected to receive the Companys common stock in the merger in respect of approximately 70.1 million shares of CWDK common stock and to receive cash in the merger in respect of
approximately 33.0 million shares of CWDK common stock (for aggregate cash proceeds of $165.0 million).

In addition, in consideration
for granting certain waivers, releases, suspensions, and relinquishments of rights related to their CWDK securities, certain CWDK noteholders, private placement investors, and management are eligible to share in a contingent payment of $145.5
million, payable in 2010, if the Company achieves a stated net income target for its fiscal year ending December 31, 2009. This contingent payment can be paid, in Heckmanns sole discretion, through the payment of cash, through the
issuance of Heckmann common stock, or through a combination thereof.



7



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##### Table of Contents

In September 2008, and in light of recent instability in the credit and capital markets, the Company
determined that it would be prudent to preserve more of its cash to fulfill future acquisition strategies, and conversely, to reduce its future potential dependence on credit arrangements. As a result the Company will reduce from $165 million to $45
million the cash required to purchase approximately 33.0 million shares of CWDK common stock. To facilitate implementation of this plan of action, the Company and existing and former members of China Water management as well as certain
stockholders that are parties to an undertaking agreement entered into amendments to the majority stockholder written consent and undertakings agreements and related documents. The Company will not be required to issue additional shares of its stock
to compensate for the cash reduction. Instead, Mr. Hong Bin Xu , the president of CWDK for the benefit of China Waters and the Companys stockholders, agreed to transfer to certain stockholders 7.6 million of his remaining
shares of CWDK in order to induce them to accept less cash than would have been payable to them under the Merger Agreement.

On
October 2, 2008 the Companys Registration Statement on Form S-4 was declared effective by the Securities and Exchange Commission.

On October 30, 2008, the Company held its special meeting of stockholders to vote on the Merger and related matters. The Company received an affirmative vote from the holders of a majority of the shares of Company Common Stock issued
in the Companys initial public offering, an affirmative vote to adopt the Merger Agreement, an affirmative vote to approve the issuance of Company Common Stock in the Merger, and an affirmative vote to adopt an amendment to the amended and
restated certificate of incorporation of the Company to provide for perpetual existence. More than ninety-five (95%) of the shares of Company Common Stock voted in favor of the Merger. Less than five percent (5%) of the shares of Company
Common Stock issued in the Companys initial public offering voted against the Merger and elected to convert their shares into cash in accordance with the Companys amended and restated certificate of incorporation. Accordingly, on
October 30, 2008 the Company consummated its initial business combination and CWDK became a wholly-owned subsidiary of the Company.



8



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Special Note About Forward-Looking Statements

This report contains
forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as may, will, should,
expect, plan, anticipate, believe, estimate, predict, potential or continue, the negative of such terms or other comparable terminology. These statements
are only predictions. Actual events or results may differ materially.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we, nor any other person, assume responsibility for the accuracy and completeness of the
forward-looking statements. We are under no obligation to update any of the forward-looking statements after the filing of this Quarterly Report on Form 10-Q to conform such statements to actual results or to changes in our expectations.

The following discussion should be read in conjunction with our consolidated financial statements and the related notes and other financial
information appearing elsewhere in this Form 10-Q. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including (without
limitation) the disclosures made under the caption Managements Discussion and Analysis of Financial Condition and Results of Operations, under the caption Risk Factors, and the audited financial statements and related
notes included in our Annual Report filed on Form 10-K for the year ended December 31, 2007 and other reports and filings made with the Securities and Exchange Commission. Risk factors that could cause actual results to differ from those
contained in the forward-looking statements, include but are not limited to our limited operating history, and other risks identified in this Quarterly Report on Form 10-Q.

Overview

We were formed on May 29, 2007 as a blank check company for the purpose of acquiring,
through a merger, stock exchange, asset acquisition, reorganization or similar business combination, one or more operating businesses. We intend to use cash derived from the net proceeds of our initial public offering, and the partial exercise by
the underwriters of their over-allotment option, together with any additional financing arrangements that we undertake, to effect a business combination. The Companys efforts in identifying prospective target businesses will not be limited to
a particular industry. Instead, the Company intends to focus on various industries and target businesses that may provide significant opportunities for growth. The issuance of additional shares of our stock in a business combination:



| |  |  | may significantly reduce the equity interest of our stockholders;
| | - |  | -----------------------------------------------------------------



| |  |  | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | may cause a change in control if a substantial number of our shares of common stock are issued, which could result in the resignation or removal of our present
officers and directors; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | may adversely affect prevailing market prices for our common stock and warrants.
| | - |  | --------------------------------------------------------------------------------

In addition, debt securities issued by us in a business combination may result in:



| |  |  | default and foreclosure on our assets if our operating revenues after a business combination are insufficient to pay our debt obligations;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants
that required the maintenance of certain financial ratios or reserves and such covenant is breached without a waiver or renegotiation of that covenant;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
| | - |  | ---------------------------------------------------------------------------------------------------------------



9



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##### Table of Contents

| |  |  | our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while
such security is outstanding;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our inability to pay dividends on our common stock;
| | - |  | ---------------------------------------------------



| |  |  | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock,
working capital, capital expenditures, acquisitions and other general corporate purposes;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



| |  |  | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | other disadvantages compared to our competitors who may have less debt.
| | - |  | -----------------------------------------------------------------------

We have neither engaged in any operations nor generated any revenues from operations to date. Our entire activity since inception has been to prepare for
and consummate our initial public offering and to identify and investigate targets for a business combination. We will not generate any operating revenues until consummation of a business combination. We will generate non-operating income in the
form of interest income on cash and cash equivalents.

Net income attributable to common stockholders for the period from
May 29, 2007 (inception) to September 30, 2008 was $5.7 million, which consisted of $11.9 million in interest income partially offset by $1.4 million in general and administrative costs and $4.8 million in income taxes.
Net income attributable to common stockholders for the three and nine months ended September 30, 2008 was $1.0 million and $4.8 million, respectively, which consisted of $2.6 million and $9.4 million in interest income, respectively,
partially offset by $0.5 million and $1.2 million, respectively, in general and administrative costs and $1.1 million and $3.4 million, respectively, in income taxes. Through the trustee of the trust account, we will pay any taxes
resulting from interest accrued on the funds held in the trust account out of the funds held in the trust account.

Liquidity and Capital Resources

The net proceeds from (i) the sale of 54,116,800 units in our initial public offering (including the partial underwriters
over-allotment option), after deducting approximately $11.9 million for underwriting discounts and offering expenses and approximately $19.5 million of deferred underwriting discounts and (ii) the sale of 7,000,000 warrants to our sponsors
for a purchase price of $7.0 million, was approximately $428.1 million. All of these net proceeds were placed in trust.

We will
use substantially all of the net proceeds of our initial public offering to acquire one or more target businesses, including identifying and evaluating prospective target businesses, selecting one or more target businesses, and structuring,
negotiating and consummating the business combination. If the business combination is paid for using stock or debt securities, we may apply the cash released to us from the trust account for general corporate purposes, including for maintenance or
expansion of operations of the acquired business or businesses, the payment of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies, or for working capital.

At September 30, 2008, we had cash outside of the trust account of approximately $2.7 million, cash held in the trust account of
approximately $430.4 million, and total liabilities of $20.9 million. We believe that the funds available to us outside of the trust account will be sufficient to allow us to operate for the next twelve months (beginning October 1, 2008).
Of the funds held outside of the trust account, we anticipate using these funds to cover the due diligence and investigation of a target business or businesses; legal, accounting and other expenses associated with structuring, negotiating and
documenting an initial business combination; and office space, administrative services and secretarial support prior to consummating a business combination.

If the funds available to us outside of the trust account are insufficient to cover our expenses, we may be required to raise additional capital, the amount, availability and cost of which is currently
unascertainable. In this event, we could seek such additional capital through loans or additional investments from our sponsors, Mr. Heckmann or our directors, but, none of such sponsors, Mr. Heckmann or our directors is under any
obligation to advance funds to, or invest in, us. Any such interest income not used to fund our working capital requirements or repay advances from our founders or for due diligence or legal, accounting and non-due diligence expenses will be usable
by us to pay other expenses that may exceed our current estimates.

We do not believe we will need to raise additional funds 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 and/or equity securities if such funds were required to consummate a business combination. Subject to
compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of a business combination.



10



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##### Table of Contents

On May 19, 2008, the Company, and Heckmann Acquisition II Corp., a Delaware corporation and the
Companys wholly-owned subsidiary (Acquisition Sub), entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with China Water and Drinks, Inc., a Nevada corporation (CWDK). CWDK
is a licensed bottled water producer and operates bottled water production plants in China through six subsidiaries.

Pursuant to the terms
of the Merger Agreement, each share of the CWDKs common stock (CWDK Common Stock) will be converted into the right to receive (i) 0.8 shares of common stock, par value $0.01 per share of the Company (Company Common
Stock), as such fraction may be adjusted in accordance with the Merger Agreement (the Exchange Ratio), and/or (ii) at the election of the holders of CWDK Common Stock, an amount in cash equal to US$5.00 per share of CWDK
Common Stock.

Certain CWDK security holders have already elected to receive the Companys common stock in the merger in respect of
approximately 70.1 million shares of CWDK common stock and to receive cash in the merger in respect of approximately 33.0 million shares of CWDK common stock (for aggregate cash proceeds of $165.0 million).

In addition, in consideration for granting certain waivers, releases, suspensions, and relinquishments of rights related to their CWDK securities,
certain CWDK noteholders, private placement investors, and management are eligible to share in a contingent payment of $145.5 million, payable in 2010, if the Company achieves a stated net income target for its fiscal year ending December 31,
2009. This contingent payment can be paid, in the Companys sole discretion, through the payment of cash, through the issuance of Company common stock, or through a combination thereof.

In light of recent instability in the credit and capital markets, in September 2008, the Company determined that it would be prudent to preserve more of
its cash to fulfill future acquisition strategies. As a result the Company will reduce from $165 million to $45 million the cash required to purchase approximately 33.0 million shares of CWDK common stock. To facilitate implementation of this
plan of action, the Company and existing and former members of China Water management as well as certain stockholders that are parties to an undertaking agreement entered into amendments to the majority stockholder written consent and undertakings
agreements and related documents. The Company will not be required to issue additional shares of its stock to compensate for the cash reduction. Instead, Mr. Hong Bin Xu, the president of CWDK for the benefit of China Waters and the
Companys stockholders, has agreed to transfer to certain stockholders 7.6 million of his remaining shares of CWDK in order to induce them to accept less cash than would have been payable to them under the Merger Agreement.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of U.S. interest rates, including recent reductions instituted by the U. S. Federal Reserve Bank, particularly because the
majority of our investments held in the trust account are in rate sensitive short-term marketable securities. Due to the nature of our short-term investments, we believe that we are not subject to any material market risk exposure other than
interest rate fluctuations. We do not have any foreign currency or other derivative financial instruments.



|Item 4. | Controls and Procedures
|------- | -----------------------

As of the end of the
period covered by this quarterly report on Form 10-Q, we, including our chief executive officer, who also serves as our principal financial officer, conducted an evaluation of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based upon this evaluation, our chief executive officer concluded that our disclosure controls and procedures are effective in timely alerting management of any material
information relating to us that is required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934.

Internal
Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in
Rule 13-15(f) of the Securities Exchange Act of 1934) that occurred during the quarter ended September 30, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



11



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##### Table of Contents

PART IIOTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

None.



|Item 1A. | Risk Factors.
|-------- | -------------

Factors that could cause our actual
results to differ materially from those in this report are any of the risks described in our Annual Report on Form 10-K filed with the U. S. Securities and Exchange Commission on March 31, 2008, and in the definitive information and proxy
statement/prospectus on form 424(b) declared effective on October 2, 2008 by the U.S. Securities and Exchange Commission respecting the proposed merger with China Water. Any of these factors could result in a significant or material
adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of October 2008, there have
been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed March 31, 2008 or on the information and proxy statement/prospectus Form 424(b) declared effective on October 2, 2008 with the SEC, and we may
disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

On June 21, 2007, in connection with our formation and initial capitalization, we sold 14,375,000 units at an aggregate price of $71,875, or $0.005 per unit, to our founders without registration under the
Securities Act of 1933, as amended. The foregoing units were issued on June 21, 2007, and each of the recipients of such units is an accredited investor as defined under Regulation D of the Securities Act of 1933, as amended. As
such, the foregoing units were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. Of this total, 13,975,000 founders units were issued to Heckmann Acquisition, LLC, an
entity owned and controlled by Mr. Heckmann, our Chairman of the Board and Chief Executive Officer. The remaining 400,000 units were issued to the members of our board of directors other than Mr. Heckmann. Upon the consummation of our
initial public offering and the partial exercise of the over-allotment option by the underwriters, 845,000 units were redeemed for $4,225.

On October 3, 2007, we entered into amended agreements to sell 7,000,000 Warrants (the Sponsor Warrants) to our founders without registration under the Securities Act of 1933, as amended. The initial subscription agreements
were entered into on June 21, 2007. On November 16, 2007, we completed the sale of 7,000,000 Sponsor Warrants at a purchase price of $1.00 per Sponsor Warrant generating gross proceeds to the Company of $7,000,000. Heckmann Acquisition,
LLC, an entity owned and controlled by Mr. Heckmann, Chairman of the Board and Chief Executive Officer of the Company, purchased 5,000,000 Sponsor Warrants. The Companys other directors purchased an aggregate of 2,000,000 Sponsor
Warrants. These warrants were issued immediately prior to the consummation of our initial public offering, and each of the recipients of such warrants is an accredited investor as defined under Regulation D of the Securities Act, of 1933
as amended. As such, these warrants were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended. The warrants were sold for an aggregate price of $7,000,000 at a price of $1.00 per
warrant. No underwriting discounts or commissions were paid with respect to such sales.

On November 16, 2007, we consummated our
initial public offering (the IPO) of 54,116,800 units, including 4,116,800 units issued pursuant to the partial exercise of the underwriters over-allotment option. The units were sold at an offering price of $8.00 per unit,
generating total gross proceeds of approximately $432.9 million. Credit Suisse Securities (USA) LLC acted as representative of the underwriters. The securities sold in the offering were registered under the Securities Act of 1933 on a registration
statement on Form S-1 (No. 333-144056) that was declared effective on November 9, 2007.

Of the gross proceeds from the IPO:
(i) we deposited approximately $428.1 million into a trust account maintained by American Stock Transfer & Trust Company, as trustee, which included approximately $19.5 million of underwriters deferred discount; (ii) the
underwriters received approximately $10.8 million as underwriting discount (excluding the deferred underwriting discount); and (iii) we used approximately $1,034,250 for offering expenses (which have been charged to paid-in-capital). On
November 16, 2007, we used $262,453 of our general working capital to repay the note payable to Mr. Heckmann. The note was repaid in full and cancelled.

As of September 30, 2008, after giving effect to our initial public offering and our operations subsequent thereto, including our withdrawal of $4.5 million of the interest earned on the funds held in the trust
account through March 31, 2008, approximately $430.4 million was held in trust and we had approximately $2.7 million of unrestricted cash available to us for our activities in connection with identifying and conducting due diligence of a
suitable business combination, and for general corporate matters.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.



12



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##### Table of Contents

|Item 4. | Submission of Matters to a Vote of Security Holders.
|------- | ----------------------------------------------------

No matters were submitted to a vote of stockholders during the quarter ended September 30, 2008.



|Item 5. | Other Information.
|------- | ------------------

None.



|Item 6. | Exhibits.
|------- | ---------

The following exhibits are filed as part
of, or incorporated by reference into, this Quarterly Report on Form 10-Q.



|              |  |                                                                                                                                                                              
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                  
|              | 
|31.1*         |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|32.1*         |  | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



|* | Filed herewith
|- | --------------



13



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##### Table of Contents

SIGNATURES

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



Date: November 12, 2008/s/ RICHARD J. HECKMANNName:

Richard J. HeckmannTitle:

Chief Executive Officer and Chief Financial Officer