**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, DC 20549**

**Form 10-QSB**
| **x** | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                        SECURITIES** |
|-------|-----------------------------------------------------------------------------------------------|

**EXCHANGE ACT OF 1934**

**For the quarterly period ended December 31, 2007**
| **[                        ]** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                        SECURITIES** |
|--------------------------------|------------------------------------------------------------------------------------------------|

**EXCHANGE ACT OF 1934**

**For the transition period from __________ to            __________**

 

**Commission file number**    **0-52736**

**CountryRoad Acquisition Corp. I**

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation or            organization)

 

37-1545507

(I.R.S. Employer Identification Number)

 

c/o CountryRoad Capital LLC, 41 East 60th Street,            6th Floor, New York, NY 10022

(Address of Principal Offices)

 

(212) 826-3184

(Issuer’s Telephone Number)

 

No            change

(Former name, former address and former fiscal year, if changed since            last report)

 

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.            Yesx   No [ ].

Indicate by check mark whether the registrant is a shell company (as            defined in Rule 12b-2 of the Exchange Act).
| Yesx | No [                        ]. |
|------|--------------------------------|

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

State the number of shares outstanding of each of the issuer’s            classes of common equity, as of the latest practicable date: 8,800,000 shares of common            stock, par value $.0001 per share, outstanding as of February 12, 2008.

Transitional Small Business Disclosure Format (Check            one):   Yes [            ]   Nox

 

 

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**COUNTRYROAD ACQUISITION CORP. I**

 

**-            INDEX -**

|   | Page(s) |
|--------|---------|

 

**PART            I- FINANCIAL INFORMATION:**

 

Item 1.            Financial Statements

 

|   | Balance Sheet as of December 31, 2007                            (Unaudited) | F-1 |
|--------|------------------------------------------------------------------------------|-----|

 

|   | Statements of Operations for the Three and Six Months                            Ended December 31, 2007 | F-2 |
|--------|----------------------------------------------------------------------------------------------------------|-----|

(Unaudited) and for the Cumulative Period from Inception (June 18, 2007)            to

December 31, 2007 (Unaudited)

 

|   | Statement of Stockholders’ Equity for the                            Cumulative Period from Inception | F-3 |
|--------|-------------------------------------------------------------------------------------------------------------|-----|

|   | (June 18, 2007) to December 31, 2007                            (Unaudited) |
|--------|-----------------------------------------------------------------------------|

 

|   | Statements of Cash Flows for the Six Months Ended                            December 31, 2007 | F-4 |
|--------|------------------------------------------------------------------------------------------------|-----|

(Unaudited) and for the Cumulative Period from Inception (June 18, 2007)            to

December 31, 2007 (Unaudited)

             

|   | Notes to Financial Statements (Unaudited) | F-5 – F-9 |
|--------|-------------------------------------------|-----------------|

 

|   | Item 2. Management’s Discussion and Analysis of                            Financial Condition and Results of Operations | 1 |
|--------|--------------------------------------------------------------------------------------------------------------------------------|---|

 

|   | Item 3. Controls and Procedures | 3 |
|--------|---------------------------------|---|

 

|   | **PART II – OTHER                            INFORMATION**: |
|--------|-------------------------------------------------------------------|

 

|   | Item 1. Legal Proceedings | 3 |
|--------|---------------------------|---|

 

|   | Item 2. Unregistered Sales of Equity Securities and Use                            of Proceeds | 3 |
|--------|------------------------------------------------------------------------------------------------|---|

 

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

 

|   | Item 4. Submission of Matters to a Vote of Security                            Holders | 3 |
|--------|----------------------------------------------------------------------------------------|---|

 

|   | Item 5. Other Information | 4 |
|--------|---------------------------|---|

 

|   | Item 6. Exhibits | 4 |
|--------|------------------|---|

 

|   | Signatures | 5 |
|--------|------------|---|

 

 

 

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**PART I – FINANCIAL INFORMATION**

 

**Item            1. Financial Statements.**

 

**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**BALANCE SHEET**

**(Unaudited)**

 

 

| **ASSETS**                |
|---------------------------|
|                      |   |   |   |
|                      |   | **December 31,** |   |
|                      |   | **2007** |   |
|                      |   |   |   |
| **CURRENT ASSETS:**       |   |   |   |   |
| Cash and cash equivalents |   | **$** | **11,077** |   |
|                      |   |   |   |   |
|                      |   |   |   |   |
| **TOTAL ASSETS**          |   | **$** | **11,077** |   |
|                      |   |   |   |   |
|                      |   |   |   |   |

 

 

| **LIABILITIES AND STOCKHOLDERS’                            EQUITY**                                                         |
|-----------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                              |   |   |   |   |
| **CURRENT LIABILITIES:**                                                                                                          |   |   |   |   |
| Accrued expenses                                                                                                                  |   | **$** | **1,460** |   |
|                                                                                                                              |   |   |   |   |
| **TOTAL LIABILITIES**                                                                                                             |   |   | **1,460** |   |
|                                                                                                                              |   |   |   |   |
|                                                                                                                              |   |   |   |   |
| **STOCKHOLDERS’ EQUITY:**                                                                                                   |   |   |   |   |
| Preferred stock, $.0001 par value; 10,000,000 shares                            authorized; none issued and outstanding           |   |   | **—** |   |
| Common stock, $.0001 par value; 100,000,000 shares                            authorized; 8,800,000 shares issued and outstanding |   |   | **880** |   |
| Additional paid-in capital                                                                                                        |   |   | **54,120** |   |
| Deficit accumulated during the development                            stage                                                       |   |   | **(45,383** | **)** |
|                                                                                                                              |   |   |   |   |
| **TOTAL STOCKHOLDERS’ EQUITY**                                                                                              |   |   | **9,617** |   |
|                                                                                                                              |   |   |   |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS’                            EQUITY**                                                   |   | **$** | **11,077** |   |

 

 

 

**See notes to financial statements.**

 

 

F-1

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**STATEMENTS OF OPERATIONS**

**(Unaudited)**

 

|                                                           |   | For the ThreeMonths EndedDecember 31,2007 |      | For the SixMonths EndedDecember 31,2007 |   | **For the****Cumulative****Period from****Inception****(June 18, 2007)****to December 31,****2007** |      |
|----------------------------------------------------------------|--------|-------------------------------------------|-----------|-----------------------------------------|--------|-----------------------------------------------------------------------------------------------------|-----------|
|                                                           |   |                                      |      |                                    |   |                                                                                                |      |   |   |   |   |   |
| **REVENUE**                                                    |   | $                                         | —   |                                    |   | $                                                                                                   | —   |   |   | **$** | **—** |   |
|                                                           |   |                                      |      |                                    |   |                                                                                                |      |   |   |   |   |   |
| General and administrative expenses                            |   |                                      | 8,076     |                                    |   |                                                                                                | 25,784    |   |   |   | **45,383** |   |
|                                                           |   |                                      |      |                                    |   |                                                                                                |      |   |   |   |   |   |
| **NET (LOSS)**                                                 |   | $                                         | (8,076    | )                                       |   | $                                                                                                   | (25,784   | ) |   | **$** | **(45,383** | **)** |
|                                                           |   |                                      |      |                                    |   |                                                                                                |      |   |   |   |   |   |
|                                                           |   |                                      |      |                                    |   |                                                                                                |      |   |   |   |   |   |
|                                                           |   |                                      |      |                                    |   |                                                                                                |      |   |   |   |   |   |
|                                                           |   |                                      |      |                                    |   |                                                                                                |      |   |   |   |   |   |
| **BASIC AND DILUTED NET LOSS****PER SHARE**                    |   | $                                         | (.00      | )                                       |   | $                                                                                                   | (.01      | ) |   | **$** | **(.01** | **)** |
|                                                           |   |                                      |      |                                    |   |                                                                                                |      |   |   |   |   |   |
| **WEIGHTED AVERAGE NUMBER****OF COMMON SHARES****OUTSTANDING** |   |                                      | 5,589,451 |                                    |   |                                                                                                | 4,991,475 |   |   |   | **4,952,245** |   |

 

 

 

 

 

 

 

 

 

 

 

**See notes to financial statements.**

 

 

F-2

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**STATEMENT OF STOCKHOLDERS’ EQUITY**

**(Unaudited)**

 

|                                       |   | **Preferred Stock** |       | **Common Stock** |       | **Additional Paid-in Capital** |      | **(Deficit) Accumulated During the Development                            Stage** |   | **Stockholders’                            Equity** |   |
|--------------------------------------------|--------|---------------------|------------|------------------|------------|--------------------------------|-----------|-----------------------------------------------------------------------------------|--------|-----------------------------------------------------------|--------|
| **Shares**                                 |   | **Amount**          | **Shares** |             | **Amount** |
| **BALANCE AT****JUNE 18, 2007, INCEPTION** |   | —             |       | $                | —    |                           | —   |                                                                              | $      | —                                                   |   | $ | — |   | $ | — |   | $ | — |   |
| Issuance of common stock at $.0001         |   | —             |       |             | —    |                           | 4,000,000 |                                                                              |   | 400                                                       |   |   | 24,600 |   |   | — |   |   | 25,000 |   |
| Net (loss)                                 |   | —             |       |             | —    |                           | —   |                                                                              |   | —                                                   |   |   | — |   |   | (19,600 | ) |   | (19,600 | ) |
| **BALANCE AT****JUNE 30, 2007**            |   | —             |       |             | —    |                           | 4,000,000 |                                                                              |   | 400                                                       |   |   | 24,600 |   |   | (19,600 | ) |   | 5,400 |   |
| Issuance of common stock at $.0001         |   | —             |       |             | —    |                           | 400,000   |                                                                              |   | 40                                                        |   |   | 2,460 |   |   | — |   |   | 2,500 |   |
| Net (loss)                                 |   | —             |       |             | —    |                           | —   |                                                                              |   | —                                                   |   |   | — |   |   | (17,707 | ) |   | (17,707 | ) |
| **BALANCE AT SEPTEMBER 30, 2007**          |   | —             |       |             | —    |                           | 4,400,000 |                                                                              |   | 440                                                       |   |   | 27,060 |   |   | (37,307 | ) |   | (9,807 | ) |
| Issuance of common stock at $.0001         |   | —             |       |             | —    |                           | 4,400,000 |                                                                              |   | 440                                                       |   |   | 27,060 |   |   | — |   |   | 27,500 |   |
| Net (loss)                                 |   | —             |       |             | —    |                           | —   |                                                                              |   | —                                                   |   |   | — |   |   | (8,076 | ) |   | (8,076 | ) |
| **BALANCE AT DECEMBER 31, 2007**           |   | —             |       | $                | —    |                           | 8,800,000 |                                                                              | $      | 880                                                       |   | $ | 54,120 |   | $ | (45,383 | ) | $ | 9,617 |   |

 

 

 

 

 

 

 

 

 

 

 

**See notes to financial statements.**

 

 

F-3

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**STATEMENTS OF CASH FLOWS**

**(Unaudited)**

 

|                                                                                                     |   | **For the Six****Months Ended****December 31,****2007** |    |   | **For the Cumulative Period from Inception                            (June 18, 2007)                            to                            December 31,                            2007** |   |
|----------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------------|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                     |   |                                                    |    |   |                                                                                                                                                                                          |   |
| **CASH FLOWS FROM OPERATING ACTIVITIES:**                                                                |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| Net loss                                                                                                 |   | $                                                       | (25,784 | )      |                                                                                                                                                                                          | **$**  | **(45,383** | **)** |
| Adjustments to reconcile net (loss) to net cash used in                            operating activities: |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| Changes in operating liabilities                                                                         |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| Increase (decrease) in accrued expenses                                                                  |   |                                                    | (5,540  | )      |                                                                                                                                                                                          |   | **1,460** |   |
| **Net cash used in operating activities**                                                                |   |                                                    | (31,324 | )      |                                                                                                                                                                                          |   | **(43,923** | **)** |
|                                                                                                     |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| **CASH FLOWS FROM FINANCING ACTIVITIES:**                                                                |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| Proceeds from stockholder loan                                                                           |   |                                                    | 16,250  |   |                                                                                                                                                                                          |   | **16,250** |   |
| Repayment of stockholder loan                                                                            |   |                                                    | (16,250 | )      |                                                                                                                                                                                          |   | **(16,250** | **)** |
| Proceeds from issuance of common stock                                                                   |   |                                                    | 30,000  |   |                                                                                                                                                                                          |   | **55,000** |   |
| **Net cash provided by financing                            activities**                                 |   |                                                    | 30,000  |   |                                                                                                                                                                                          |   | **55,000** |   |
|                                                                                                     |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| **NET INCREASE (DECREASE) IN CASH AND CASH                            EQUIVALENTS**                      |   |                                                    | (1,324  | )      |                                                                                                                                                                                          |   | **11,077** |   |
|                                                                                                     |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| Cash and cash equivalents at beginning of                            period                              |   |                                                    | 12,401  |   |                                                                                                                                                                                          |   | **—** |   |
|                                                                                                     |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| **CASH AND CASH EQUIVALENTS AT END OF                            PERIOD**                                |   | $                                                       | 11,077  |   |                                                                                                                                                                                          | **$**  | **11,077** |   |
|                                                                                                     |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| **SUPPLEMENTAL CASH FLOW INFORMATION**                                                                   |   |                                                    |    |   |                                                                                                                                                                                          |   |   |   |
| Cash paid for interest                                                                                   |   | $                                                       | 268     |   |                                                                                                                                                                                          | **$**  | **268** |   |

 

 

 

 

 

 

 

**See notes to financial statements.**

 

 

F-4

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS**

**DECEMBER 31, 2007**

**(Unaudited)**

 

| **NOTE 1** | **-** | **ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING                            POLICIES:** |
|------------|-------|---------------------------------------------------------------------------------------------|

             

The accompanying Interim Financial Statements of CountryRoad Acquisition            Corp. I (the “Company”) as of December 31, 2007 and for the three and six            months then ended and for the period from June 18, 2007 (inception) through December            31, 2007, have been prepared in accordance with accounting principles generally            accepted for interim financial statement presentation and in accordance with the            instructions to Regulation S-B. Accordingly, they do not include all of the information            and footnotes required by accounting principles generally accepted in the United States            of America for complete financial statement presentation, and should be read in            conjunction with the Financial Statements and Notes thereto included in the            Company’s Form 10-SB for the period June 18, 2007 (inception) through June 30,            2007. In the opinion of management, all adjustments for a fair statement of the results            of operations and financial position for the interim and cumulative date periods            presented have been included. All such adjustments are of a normal recurring nature and            there have been no changes in significant accounting policies since June 30,            2007.

             

The result of operations and cash flows for the three and six months            ended December 31, 2007 are not necessarily indicative of the results to be expected            for the full year.

 

|   | ***(a)*** | ***Organization and Business:*** |
|--------|-----------|----------------------------------|

 

The Company was incorporated in the state of Delaware on June 18, 2007            for the purpose of raising capital that is intended to be used in connection with its            business plans which may include a possible merger, acquisition or other business            combination with an operating business.

 

The Company is currently in the development stage. All activities of the            Company to date relate to its organization, initial funding and share            issuances.

 

|   | ***(b)*** | ***Going Concern:*** |
|--------|-----------|----------------------|

 

The accompanying financial statements have been prepared in conformity            with United States generally accepted accounting principles, which assumes the Company            will realize its assets and discharge its liabilities in the normal course of business.            As reflected in the accompanying financial statements, the Company has an accumulated            deficit of $45,383, and used cash from operations of $43,923 during the development            stage. The Company’s ability to continue as a going concern is dependent upon its            ability to generate future profitable operations and/or to obtain the necessary            financing to meet its obligations and repay its liabilities arising from normal            business operations when they come due. The Company’s ability to continue as a            going concern is also dependent on its ability to find a suitable target Company and            enter into a possible reverse merger with such Company. Management’s plan            includes obtaining additional funds by equity financing through a reverse merger            transaction and/or related party advances, however there is no assurance of additional            funding being available.

             

These factors raise substantial doubt about the Company’s ability            to continue as a going concern. The accompanying financial statements do not include            any adjustments relating to the recoverability of the recorded assets or the            classification of the liabilities that may be necessary should the Company be unable to            continue as a going concern.

 

F-5

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS (continued)**

**(Unaudited)**

             

| **NOTE 1** | **-** | **ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING                            POLICIES** |
|------------|-------|--------------------------------------------------------------------------------------------|

             

**(continued):**

             

|   | ***(c)*** | ***Use of Estimates:*** |
|--------|-----------|-------------------------|

             

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

 

|   | ***(d)*** | ***Cash and Cash Equivalents:*** |
|--------|-----------|----------------------------------|

             

For purposes of the statement of cash flows, the Company considers            highly liquid financial instruments purchased with a maturity of three months or less            to be cash equivalents.

 

|   | ***(e)*** | ***Income Taxes:*** |
|--------|-----------|---------------------|

             

The Company utilizes the liability method of accounting for income            taxes. Under the liability method deferred tax assets and liabilities are determined            based on the differences between financial reporting basis and the tax basis of the            assets and liabilities and are measured using enacted tax rates and laws that will be            in effect, when the differences are expected to reverse.

             

An allowance against deferred tax assets is recognized, when it is more            likely than not, that such tax benefits will not be realized.

             

Any deferred tax benefit is considered immaterial and has been fully            offset by a valuation allowance because at this time the Company believes that it is            more likely than not that the future tax benefit will not be realized as the Company            has no current operations.

 

|   | ***(f)*** | ***Loss per Common Share:*** |
|--------|-----------|------------------------------|

             

Basic loss per share is calculated using the weighted-average number of            common shares outstanding during each reporting period. Diluted loss per share includes            potentially dilutive securities such as outstanding options and warrants, using various            methods such as the treasury stock or modified treasury stock method in the            determination of dilutive shares outstanding during each reporting period. The Company            does not have any potentially dilutive instruments.

 

|   | ***(g)*** | ***Fair Value of Financial                            Instruments:*** |
|--------|-----------|-----------------------------------------------------------------------|

             

The carrying value of cash equivalents and accrued expenses approximates            fair value due to the short period of time to maturity.

             

 

F-6

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS (continued)**

**(Unaudited)**

             

| **NOTE 2** | **-** | **LOAN FROM STOCKHOLDER:** |
|------------|-------|----------------------------|

 

In September 2007 and November 2007, the Company entered into loan            agreements with its controlling stockholder in the amounts of $6,250 and $10,000,            respectively. In December 2007, these loans were repaid in full, plus accrued interest            at a rate of 8.25%.

 

| **NOTE 3** | **-** | **CAPITAL STOCK:** |
|------------|-------|--------------------|

 

The total number of shares of capital stock which the Company shall have            authority to issue is one hundred ten million (110,000,000). These shares shall be            divided into two classes with 100,000,000 shares designated as common stock at $.0001            par value (the “Common Stock”) and 10,000,000 shares designated as            preferred stock at $.0001 par value (the “Preferred Stock”). The Preferred            stock of the Company shall be issued by the Board of Directors of the Company in one or            more classes or one or more series within any class and such classes or series shall            have such voting powers, full or limited, or no voting powers, and such designations,            preferences, limitations or restrictions as the Board of Directors of the Company may            determine, from time to time.

             

Holders of shares of Common stock shall be entitled to cast one vote for            each share held at all stockholders’ meetings for all purposes, including the            election of directors. The Common Stock does not have cumulative voting            rights.

             

No holder of shares of stock of any class shall be entitled as a matter            of right to subscribe for or purchase or receive any part of any new or additional            issue of shares of stock of any class, or of securities convertible into shares of            stock of any class, whether now hereafter authorized or whether issued for money, for            consideration other than money, or by way of dividend.

             

On June 18, 2007, the Company entered into a stock purchase agreement            with its controlling stockholder to sell an aggregate of 4,000,000 shares of the            Company’s common stock, par value $.0001 per share for a purchase price of            $.00625 per share for an aggregate of $25,000.

             

On July 2, 2007, the Company entered into a stock purchase agreement            with one stockholder to sell 200,000 shares of the Company’s common stock, par            value $.0001 per share for a purchase price of $.00625 per share for an aggregate of            $1,250.

             

On July 10, 2007, the Company entered into a stock purchase agreement            with one stockholder to sell 200,000 shares of the Company’s common stock, par            value $.0001 per share for a purchase price of $.00625 per share for an aggregate of            $1,250.

             

On December 6, 2007, the Company entered into a stock purchase agreement            with a third party to sell 2,640,000 shares of the Company’s common stock, par            value $.0001 per share for a purchase price of $.00625 per share for an aggregate of            $16,500.

             

On December 7, 2007, the Company entered into a stock purchase agreement            with a another third party to sell 1,760,000 shares of the Company’s common            stock, par value $.0001 per share for a purchase price of $.00625 per share for an            aggregate of $11,000.

 

 

F-7

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS (continued)**

**(Unaudited)**

 

| **NOTE 3** | **-** | **CAPITAL STOCK (Continued):** |
|------------|-------|--------------------------------|

 

For the purpose of EPS calculation, the weighted average number of            shares has been calculated on the assumption that the 4,400,000 founder’s shares            have been issued at the time of inception.

             

| **NOTE 4** | **-** | **RECENT ACCOUNTING PRONOUNCEMENTS:** |
|------------|-------|---------------------------------------|

 

In February 2006, the Financial Accounting Standards Board            (“FASB”) amended Statement of Financial Accounting Standards            (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging            Activities”, and SFAS No. 140, “Accounting for Transfers and Servicing of            Financial Assets and Extinguishments of Liabilities”, with the issuance of SFAS            No. 155, “Accounting for Certain Hybrid Financial Instruments”. SFAS No.            155 resolves issues addressed in the earlier standards and is effective for all            financial instruments acquired or issued after the beginning of an entity’s first            fiscal year that begins after September 15, 2006. The application of this statement did            not have an impact on the Company’s results of operations or financial            position.

             

In September 2006, the FASB issued SFAS No. 157, “Fair            Value Measurements”, that provides enhanced guidance for using fair value to            measure assets and liabilities. The standard applies whenever other standards require            (or permit) assets or liabilities to be measured at fair value. The standard does not            expand the use of fair value in any new circumstances. This Statement is effective for            financial statements issued for fiscal years beginning after November 15, 2007,            and interim periods within those fiscal years. The application of this statement is not            expected to have an impact on the Company’s results of operations or financial            position.

             

In September 2006, the SEC staff issued Staff Accounting Bulletin            (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements            when Quantifying Misstatements in Current Year Financial Statements”. SAB 108 was            issued in order to eliminate the diversity of practice surrounding how public companies            quantify financial statement misstatements. Traditionally, there have been two            widely-recognized methods for quantifying the effects of financial statement            misstatements: the “roll-over” method and the “iron curtain”            method. The roll-over method focuses primarily on the impact of a misstatement on the            income statement—including the reversing effect of prior year            misstatements—but its use can lead to the accumulation of misstatements in the            balance sheet. The iron-curtain method, on the other hand, focuses primarily on the            effect of correcting the period-end balance sheet with less emphasis on the reversing            effects of prior year errors on the income statement.

             

In SAB 108, the SEC staff established an approach that requires            quantification of financial statement misstatements based on the effects of the            misstatements under each method of the company’s financial statements and the            related financial statement disclosures. This model is commonly referred to as a            “dual approach” because it requires quantification of errors under both the            iron curtain and the roll-over methods. SAB 108 permits existing public companies to            initially apply its provisions either by (i) restating prior financial statements as if            the “dual approach” had always been used or (ii) recording the cumulative            effect of initially applying the “dual approach” as adjustments to the            carrying values of assets and liabilities as of January 1, 2006 with an offsetting            adjustment recorded to the opening balance of retained earnings. The application of            this statement did not have an impact on the Company’s financial            statements.

 

F-8

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS (continued)**

**(Unaudited)**

 

| **NOTE 4** | **-** | **RECENT ACCOUNTING PRONOUNCEMENTS                            (continued):** |
|------------|-------|------------------------------------------------------------------------------|

 

In July 2006, the FASB issued Interpretation No. 48,            “Accounting for Uncertainty in Income Taxes—an interpretation of FASB            Statement No. 109” (“FIN 48”), which provides clarification            related to the process associated with accounting for uncertain tax positions            recognized in consolidated financial statements. FIN 48 prescribes a            more-likely-than-not threshold for financial statement recognition and measurement of a            tax position taken, or expected to be taken, in a tax return. FIN 48 also provides            guidance related to, among other things, classification, accounting for interest and            penalties associated with tax positions, and disclosure requirements. The application            of this statement did not have an impact on the Company’s results of operations            or financial position.

             

In October, 2006, the FASB issued FASB Staff Position SFAS 123(R)-5,            which provides that instruments that were originally issued as employee compensation            and then modified, such that the modification is made to the terms of the instrument            solely to reflect an equity restructuring that occurs when the holders are no longer            employees, would not require a change in the recognition or the measurement (due to a            change in classification) of those instruments if both of the following conditions are            met: (a) there is no increase in fair value of the award (or the ratio of intrinsic            value to the exercise price of the award is preserved, that is, the holder is made            whole), or the antidilution provision is not added to the terms of the award in            contemplation of an equity restructuring; and (b) all holders of the same class of            equity instruments (for example, stock options) are treated in the same manner. This            Statement is effective for financial statements issued for fiscal years beginning after            December 15, 2006, and interim periods within those fiscal years. The application            of this statement did not have an impact on the Company’s results of operations            or financial position.

 

In December 2007, the FASB issued SFAS No. 141(R), “Business            Combinations”, which replaces SFAS 141, “Business Combinations”. SFAS            141(R) establishes principles and requirements for determining how an enterprise            recognizes and measures the fair value of certain assets and liabilities acquired in a            business combination, including noncontrolling interests, contingent consideration, and            certain acquired contingencies. SFAS 141(R) also requires acquisition-related            transaction expenses and restructuring costs be expensed as incurred rather than            capitalized as a component of the business combination. The application of this            statement is not expected to have a material effect on the Company’s results of            operations or financial position.

             

In December 2007, the FASB issued SFAS No. 160,            “Noncontrolling Interests in Consolidated Financial Statements”, an            amendment of Accounting Research Bulletin No. 51, “Consolidated Financial            Statements. SFAS No. 160 establishes accounting and reporting standards for the            noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary,            and clarifies that a noncontrolling interest in a subsidiary is an ownership interest            that should be reported as equity in the consolidated financial statements. SFAS            No. 160 establishes a single method of accounting for changes in a parent’s            ownership interest in a subsidiary that do not result in deconsolidation and requires a            parent to recognize a gain or loss in net income when a subsidiary is            deconsolidated.

 

 

F-9

 

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**COUNTRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS (continued)**

**(Unaudited)**

 

             

| **NOTE 4** | **-** | **RECENT ACCOUNTING PRONOUNCEMENTS                            (continued):** |
|------------|-------|------------------------------------------------------------------------------|

 

SFAS No. 160 also requires consolidated net income to be reported            at amounts that include the amounts attributable to both the parent and the            noncontrolling interest and to disclose, on the face of the consolidated statement of            income, the amounts of consolidated net income attributable to the parent and to the            noncontrolling interest. SFAS No. 160 is effective for fiscal years beginning on            or after December 15, 2008. The application of this statement is not expected to            have a material effect on the Company’s results of operations or financial            position.

             

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-10

 

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**Item            2. Management’s Discussion and Analysis of Financial Condition and Results of            Operations.**

 

CountryRoad Acquisition Corp. I (“we”, “our”,            “us” or the “Company”) was organized as a vehicle to            investigate and, if such investigation warrants, acquire a target company or business            seeking the perceived advantages of being a publicly held corporation. Our principal            business objective for the next 12 months and beyond such time will be to achieve            long-term growth potential through a combination with a business rather than immediate,            short-term earnings. The Company will not restrict our potential candidate target            companies to any specific business, industry or geographical location and, thus, may            acquire any type of business.

             

***Results of Operations***

             

For the three and six months ending December 31, 2007, and for the            cumulative period from Inception (June 18, 2007) to December 31, 2007, the Company            had no activities that produced revenues from operations.

             

For the three and six months ending December 31, 2007, the Company had            net losses of $8,076 and $25,784, respectively, mostly due to legal, accounting, audit            and other professional service fees of $6,279 and $23,961, respectively, incurred            primarily in relation to the filing the Company’s registration            statements.

 

***Liquidity and Capital Resources***

 

As of December 31, 2007, the Company had assets equal to $11,077,            comprised exclusively of cash and cash equivalents. The Company’s current            liabilities as of December 31, 2007 totaled $1,460, comprised exclusively of accrued            expenses.

 

The following is a summary of the Company’s cash flows from            operating, investing, and financing activities:

 

For            the Cumulative Period from June 18, 2007 (Inception) to December 31, 2007

 

|   | Operating                            Activities |   | $      | (43,923) |
|--------|-------------------------------------------------|--------|--------|----------|
|   | Investing                            Activities |   | $      | —  |
|   | Financing Activities                            |   | $      | 55,000   |
|   |                                            |   |   |     |
|   | Net Effect on                            Cash   |   | $      | 11,077   |

 

The Company has nominal assets and has generated no revenues since            inception. The Company is also dependent upon the receipt of capital investment or            other financing to fund its ongoing operations and to execute its business plan of            seeking a combination with a private operating company. If continued funding and            capital resources are unavailable at reasonable terms, the Company may not be able to            implement its plan of operations.

 

***Plan of Operations***

 

The Company currently does not engage in any business activities that            provide cash flow. The costs of investigating and analyzing business combinations for            the next 12 months and beyond such time will be paid with money in our            treasury.

             

 

1

 

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|   | During the next twelve                            months we anticipate incurring costs related to: |
|--------|----------------------------------------------------------------------------------------------------|

             

|   | (i) | filing of reports under the Securities Exchange Act of                            1934, as amended                               (the “Exchange Act”), and |
|--------|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | (ii) | consummating an acquisition. |
|--------|------|------------------------------|

 

We believe we will be able to meet these costs through use of funds in            our treasury, through deferral of fees by certain service providers and additional            amounts, as necessary, to be loaned to or invested in us by our stockholders,            management or other investors.

             

The Company may consider a business which has recently commenced            operations, is a developing company in need of additional funds for expansion into new            products or markets, is seeking to develop a new product or service, or is an            established business which may be experiencing financial or operating difficulties and            is in need of additional capital. In the alternative, a business combination may            involve the acquisition of, or merger with, a company which does not need substantial            additional capital, but which desires to establish a public trading market for its            shares, while avoiding, among other things, the time delays, significant expense, and            loss of voting control which may occur in a public offering.

             

Since our Registration Statement on Form 10-SB became effective, our            sole officer and director has had contact or discussions with representatives of other            entities regarding a business combination with us. Any target business that is selected            may be a financially unstable company or an entity in its early stages of development            or growth, including entities without established records of sales or earnings. In that            event, we will be subject to numerous risks inherent in the business and operations of            financially unstable and early stage or potential emerging growth companies. In            addition, we may effect a business combination with an entity in an industry            characterized by a high level of risk, and, although our management will endeavor to            evaluate the risks inherent in a particular target business, there can be no assurance            that we will properly ascertain or assess all significant risks.

             

The Company anticipates that the selection of a business combination            will be complex and extremely risky. Because of general economic conditions, rapid            technological advances being made in some industries and shortages of available            capital, our management believes that there are numerous firms seeking even the limited            additional capital which we will have and/or the perceived benefits of becoming a            publicly traded corporation. Such perceived benefits of becoming a publicly traded            corporation include, among other things, facilitating or improving the terms on which            additional equity financing may be obtained, providing liquidity for the principals of            and investors in a business, creating a means for providing incentive stock options or            similar benefits to key employees, and offering greater flexibility in structuring            acquisitions, joint ventures and the like through the issuance of stock. Potentially            available business combinations may occur in many different industries and at various            stages of development, all of which will make the task of comparative investigation and            analysis of such business opportunities extremely difficult and complex.

 

***Off-Balance Sheet Arrangements***

 

The Company does not have any off-balance sheet arrangements that have            or are reasonably likely to have a current or future effect on the Company’s            financial condition, changes in financial condition, revenues or expenses, results of            operations, liquidity, capital expenditures or capital resources that is material to            investors.

 

 

2

 

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**Item 3. Controls and Procedures.**

 

Evaluation of disclosure controls and procedures.

 

We            maintain disclosure controls and procedures that are designed to ensure that            information required to be disclosed in our reports filed pursuant to the Exchange Act,            is recorded, processed, summarized and reported within the time periods specified in            the Securities and Exchange Commission’s rules, regulations and related forms,            and that such information is accumulated and communicated to our principal executive            officer and principal financial officer, as appropriate, to allow timely decisions            regarding required disclosure.

 

As            of December 31, 2007, we carried out an evaluation, under the supervision and with the            participation of our management, including our principal executive officer and            principal financial officer, of the effectiveness of the design and operation of our            disclosure controls and procedures. Based on this evaluation, our principal executive            officer and principal financial officer concluded that our disclosure controls and            procedures were effective as of the end of the period covered by this            report.

 

Changes in internal controls.

 

There have been no changes in our internal controls over financial            reporting or in other factors during our most recent fiscal quarter that could            significantly affect these controls and procedures during the quarterly period ended            December 31, 2007.

 

**PART II — OTHER INFORMATION**

 

**Item            1. Legal Proceedings.**

 

To the best knowledge of the sole officer and director, the Company is            not a party to any legal proceeding or litigation.

 

**Item            2. Unregistered Sales of Equity Securities and Use of Proceeds.**

 

On December 6, 2007 and December 7, 2007, the Company sold an aggregate            of 4,400,000 shares of its common stock, par value $.0001 per share (the “Common            Stock”) to two persons for aggregate proceeds equal to $27,500. The Company sold            these shares of Common Stock under the exemption from registration provided by Section            4(2) of the Securities Act of 1933, as amended (the “Securities Act”). As            of the date hereof, the Company has 8,800,000 shares of Common Stock issued and            outstanding.

 

**Item            3. Defaults Upon Senior Securities.**None.

 

**Item            4. Submission of Matters to a Vote of Security Holders.**None.

 

 

3

 

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**Item            5. Other Information.**

 

On September 12, 2007, the Company issued a 8.25% promissory note            payable in the amount of $6,250 to Andrew Merkatz, our President, Secretary and sole            director (the “September Note”). On November 8, 2007, the Company issued a            second 8.25% promissory note payable in the amount of $10,000 to Mr. Merkatz (the            “November Note” and, together with the “September Note,” the            “Notes”). Interest accrues on the outstanding principal balance of the            Notes on the basis of a 360-day year daily from the date the Company receives the            funds, until paid in full at the rate of eight and one quarter percent (8.25%) per            annum. The Notes and all accrued interest mature upon completion of a merger, and if no            merger is consummated, then the September Note will reach maturity on September 12,            2012 and the November Note will reach maturity on November 8, 2012. Copies of the            September Note and the November Note are attached hereto asExhibit 4.1andExhibit 4.2, respectively.

 

On December 28, 2007, the Company repaid the principal amounts and all            accrued interest on the Notes and paid to Andrew Merkatz $16,518, which represents the            principal amounts and all accrued interest on the Notes. The Company cancelled the            Notes on the books and records of the Company.

 

**Item            6. Exhibits.**

 

(a)            Exhibits required by Item 601 of Regulation S-B.

 

|   | Exhibit No. | Description |
|--------|-------------|-------------|

 

|   | *3.1 | Certificate of Incorporation, as filed with the Delaware                            Secretary of State on June 18, 2007. |
|--------|------|--------------------------------------------------------------------------------------------------------------------------|

 

|   | *3.2 | By-Laws. |
|--------|------|----------|

 

|   | **4.1 | Promissory Note issued to Andrew Merkatz, dated                            September 12, 2007. |
|--------|-------|------------------------------------------------------------------------------------------------|

 

|   | **4.2 | Promissory Note issued to Andrew Merkatz, dated November                            8, 2007. |
|--------|-------|----------------------------------------------------------------------------------------------|

 

|   | 31.1 | Certification of the Company’s Principal Executive                            Officer and Principal Financial Officer pursuant to Section 302 of the                            Sarbanes-Oxley Act of 2002, with respect to the registrant’s                            Quarterly Report on Form 10-QSB for the quarter ended December 31,                            2007. |
|--------|------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

|   | 32.1 | Certification of the Company’s Principal Executive                            Officer and Principal Financial Officer pursuant to 18 U.S.C. Section                            1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of                            2002. |
|--------|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

| * | Filed as an exhibit to the Company’s Registration                            Statement on Form 10-SB, as filed with the Securities and Exchange                            Commission on July 23, 2007, and incorporated herein by this                            reference. |
|---|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| * | Filed as an exhibit to the Company’s Quarterly                            Report on Form 10-QSB for the quarter ended September 30, 2007, as                            filed with the Securities and Exchange Commission on November 14, 2007,                            and incorporated herein by this reference. |
|---|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

 

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**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.

 

| Dated: February 12, 2008 | **COUNTRYROAD ACQUISITION CORP. I** |
|--------------------------|-------------------------------------|

 

 

|   | By:/s/ Andrew Merkatz                              |
|--------|---------------------------------------------------------|

|   | Andrew Merkatz |
|--------|----------------|

|   | President |
|--------|-----------|

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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