**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 September 30, 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                                                        |   | 37-1545507                           |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer Identification No.) |

 

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

(Address of principal executive offices - zip code)

(212) 826-3184

(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by            Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter            period that the registrant was required to file such reports), and (2) has been subject            to such filing requirements for the past 90 days.
| **Yes****x** | **No [                          ]** |
|--------------|-----------------------------------------------|

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

 

**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: 4,400,000 shares of common            stock, par value $.0001 per share, outstanding as of November 14, 2007.
|  | Transitional                        Small Business Disclosure Format (Check one):**Yes                        [  ]**                                                **No****x** |
|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----

 

**COUNTRYROAD ACQUISITION CORP. I**

 

**-            INDEX -**

 

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

**PART            I- FINANCIAL INFORMATION:**

 

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

 

|   | Balance Sheet as of September 30, 2007                            (Unaudited) | F-1 |
|--------|-------------------------------------------------------------------------------|-----|

 

|   | Statements of Operations for the Three Months Ended                            September 30, 2007 | F-2 |
|--------|---------------------------------------------------------------------------------------------------|-----|

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

to September 30, 2007 (Unaudited)

 

|   | Statement of Stockholders’ (Deficiency) for the                            Cumulative Period from | F-3 |
|--------|---------------------------------------------------------------------------------------------------------|-----|

Inception (June 18, 2007) to September 30, 2007 (Unaudited)

 

|   | Statements of Cash Flows for the Three Months Ended                            September 30, 2007 | F-4 |
|--------|---------------------------------------------------------------------------------------------------|-----|

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

to September 30, 2007 (Unaudited)

             

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

 

|   | Item 2. Management’s Discussion and Analysis or                            Plan of Operation | 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 | 3 |
|--------|---------------------------|---|

 

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

 

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

 

 

 

----

 

**PART I – FINANCIAL INFORMATION**

 

**Item            1. Financial Statements.**

 

**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**BALANCE SHEET**

 

 

 

| **ASSETS**                |
|---------------------------|
|                      |   |   |   |
|                      |   | **September 30,** |   |
|                      |   | **2007** |   |
|                      |   | **(unaudited)** |   |
| **CURRENT ASSETS:**       |   |   |   |   |
| Cash and cash equivalents |   | **$** | **1,068** |   |
|                      |   |   |   |   |
|                      |   |   |   |   |
| **TOTAL ASSETS**          |   | **$** | **1,068** |   |
|                      |   |   |   |   |
|                      |   |   |   |   |

 

 

| **LIABILITIES AND STOCKHOLDERS’                            DEFICIENCY**                                                                      |
|----------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                               |   |   |   |   |
| **CURRENT LIABILITIES:**                                                                                                                           |   |   |   |   |
| Accrued expenses                                                                                                                                   |   | **$** | **4,625** |   |
|                                                                                                                                               |   |   |   |   |
| **LONG TERM LIABILITIES**                                                                                                                          |   |   |   |   |
| Loan from stockholder                                                                                                                              |   |   | **6,250** |   |
|                                                                                                                                               |   |   |   |   |
| **TOTAL LIABILITIES**                                                                                                                              |   |   | **10,875** |   |
|                                                                                                                                               |   |   |   |   |
|                                                                                                                                               |   |   |   |   |
| **STOCKHOLDERS’ DEFICIENCY:**                                                                                                                |   |   |   |   |
| Preferred stock, $.0001 par value; 10,000,000 shares                            authorized;                            none issued and outstanding |   |   | **—** |   |
| Common stock, $.0001 par value; 100,000,000 shares                            authorized; 4,400,000 shares issued and outstanding                  |   |   | **440** |   |
| Additional paid-in capital                                                                                                                         |   |   | **27,060** |   |
| Deficit accumulated during the development                            stage                                                                        |   |   | **(37,307** | **)** |
|                                                                                                                                               |   |   |   |   |
| **TOTAL STOCKHOLDERS’ DEFICIENCY**                                                                                                           |   |   | **(9,807** | **)** |
|                                                                                                                                               |   |   |   |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS’                            DEFICIENCY**                                                                |   | **$** | **1,068** |   |

 

 

**See notes to financial statements.**

 

F -            1

 

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**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**STATEMENTS OF OPERATIONS**

 

 

|                                                                                |   | For the Three Months EndedSeptember 30,2007 |      |   | **For the Cumulative Period from                            Inception****(June 18, 2007) to****September 30,****2007** |   |
|-------------------------------------------------------------------------------------|--------|---------------------------------------------|-----------|--------|------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                |   | (unaudited)                                 |      |   | **(unaudited)**                                                                                                        |   |
|                                                                                |   |                                        |      |   |                                                                                                                   |   |   |   |
| **REVENUE**                                                                         |   | $                                           | —   |   |                                                                                                                   | **$**  | **—** |   |
|                                                                                |   |                                        |      |   |                                                                                                                   |   |   |   |
| General and administrative expenses                                                 |   |                                        | 17,707    |   |                                                                                                                   |   | **37,307** |   |
|                                                                                |   |                                        |      |   |                                                                                                                   |   |   |   |
| **NET (LOSS)**                                                                      |   | $                                           | (17,707   | )      |                                                                                                                   | **$**  | **(37,307** | **)** |
|                                                                                |   |                                        |      |   |                                                                                                                   |   |   |   |
|                                                                                |   |                                        |      |   |                                                                                                                   |   |   |   |
|                                                                                |   |                                        |      |   |                                                                                                                   |   |   |   |
|                                                                                |   |                                        |      |   |                                                                                                                   |   |   |   |
| **BASIC AND DILUTED NET LOSS PER SHARE**                                            |   | $                                           | (.00      | )      |                                                                                                                   | **$**  | **(.00** | **)** |
|                                                                                |   |                                        |      |   |                                                                                                                   |   |   |   |
| **WEIGHTED AVERAGE NUMBER OF COMMON SHARES                            OUTSTANDING** |   |                                        | 4,400,000 |   |                                                                                                                   |   | **4,400,000** |   |

 

 

**See notes to financial statements.**

 

F -            2

 

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**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**STATEMENT OF STOCKHOLDERS’ (DEFICIENCY)**

 

 

|                                       |   | **Preferred Stock** |       | **Common Stock** |       | **Additional Paid-in Capital** |      | **(Deficit) Accumulated During the Development                            Stage** |   | **Stockholders’                            (Deficiency)** |   |
|--------------------------------------------|--------|---------------------|------------|------------------|------------|--------------------------------|-----------|-----------------------------------------------------------------------------------|--------|-----------------------------------------------------------------|--------|
| **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 | ) |

 

 

 

 

 

 

 

 

 

 

**See notes to financial statements.**

 

F -            3

 

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**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**STATEMENTS OF CASH FLOWS**

 

 

|                                                                                                     |   | For the Three Months EndedSeptember 30,2007 |    |   | **For the Cumulative Period from                            Inception****(June 18, 2007)****to****September 30,****2007** |   |
|----------------------------------------------------------------------------------------------------------|--------|---------------------------------------------|---------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                     |   | (unaudited)                                 |    |   | **(unaudited)**                                                                                                           |   |
| **CASH FLOWS FROM OPERATING ACTIVITIES:**                                                                |   |                                        |    |   |                                                                                                                      |   |   |   |
| Net loss                                                                                                 |   | $                                           | (17,707 | )      |                                                                                                                      | **$**  | **(37,307** | **)** |
| Adjustments to reconcile net (loss) to net cash used in                            operating activities: |   |                                        |    |   |                                                                                                                      |   |   |   |
| Changes in operating liabilities                                                                         |   |                                        |    |   |                                                                                                                      |   |   |   |
| Increase (decrease) in accrued expenses                                                                  |   |                                        | (2,375  | )      |                                                                                                                      |   | **4,625** |   |
| **Net cash used in operating activities**                                                                |   |                                        | (20,082 | )      |                                                                                                                      |   | **(32,682** | **)** |
|                                                                                                     |   |                                        |    |   |                                                                                                                      |   |   |   |
| **CASH FLOWS FROM FINANCING ACTIVITIES:**                                                                |   |                                        |    |   |                                                                                                                      |   |   |   |
| Proceeds from stockholder loan                                                                           |   |                                        | 6,250   |   |                                                                                                                      |   | **6,250** |   |
| Proceeds from issuance of common stock                                                                   |   |                                        | 2,500   |   |                                                                                                                      |   | **27,500** |   |
| **Net cash provided by financing                            activities**                                 |   |                                        | 8,750   |   |                                                                                                                      |   | **33,750** |   |
|                                                                                                     |   |                                        |    |   |                                                                                                                      |   |   |   |
| **NET INCREASE (DECREASE) IN CASH AND CASH                            EQUIVALENTS**                      |   |                                        | (11,332 | )      |                                                                                                                      |   | **1,068** |   |
|                                                                                                     |   |                                        |    |   |                                                                                                                      |   |   |   |
| Cash and cash equivalents at beginning of                            period                              |   |                                        | 12,400  |   |                                                                                                                      |   | **—** |   |
|                                                                                                     |   |                                        |    |   |                                                                                                                      |   |   |   |
| **CASH AND CASH EQUIVALENTS AT END OF                            PERIOD**                                |   | $                                           | 1,068   |   |                                                                                                                      | **$**  | **1,068** |   |

 

 

**See notes to financial statements.**

 

F -            4

 

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**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS**

**SEPTEMBER 30, 2007**

 

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

 

The accompanying Interim Financial Statements of the Company as of            September 30, 2007 and for the three months then ended and for the period from June 18,            2007 (inception) through September 30, 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, a1l 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 months ended            September 30, 2007 are not necessarily indicative of the results to be expected for the            full year.

 

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

 

CountryRoad Acquisition Corp. I (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 $37,307, used cash from operations of $32,682 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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**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS**

**SEPTEMBER 30, 2007**

             

| **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. The stockholder loan            approximates fair value based on market rates available to the Company for financing            with similar terms.

 

 

F -            6

 

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**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS**

**SEPTEMBER 30, 2007**

 

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

 

On September 12, 2007, the Company entered into a loan agreement with            its controlling stockholder in the amount of $6,250. This loan accrues interest at a            rate of 8.25% until the Company can effect a merger. The loan shall be repaid in full            upon completion of the merger, and if not, the loan will mature in five            years.

 

| **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.

             

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

             

 

F -            7

 

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**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS**

**SEPTEMBER 30, 2007**

             

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

 

In February 2006, the FASB amended 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 financial statements.

             

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 financial statement.

             

In September 2006, the SEC staff issued Staff Accounting Bulletin 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            statement.

             

In July 2006, the Financial Accounting Standards Board (FASB)            issued FASB 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

 

F -            8

 

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**COUNRYROAD ACQUISITION CORP. I**

**A            Development Stage Company**

**NOTES TO FINANCIAL STATEMENTS**

**SEPTEMBER 30, 2007**

             

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

             

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 Company adopted FIN 48 on June 18, 2007. The            application of this statement did not have an impact on the Company’s financial            statement.

             

FSP FAS 123(R)-5 was issued on October 10, 2006. The FSP provides that            instruments that were originally issued as employee compensation and then modified, and            that modification is made to the terms of the instrument solely to reflect an equity            restructuring that occurs when the holders are no longer employees, then no change in            the recognition or the measurement (due to a change in classification) of those            instruments will result 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, 2005,            and interim periods within those fiscal years. The application of this statement is not            expected to have an impact on the Company’s financial statement.

| **NOTE 5** | **-** | **SUBSEQUENT EVENTS:** |
|------------|-------|------------------------|

 

On November 8, 2007, the Company entered into a loan agreement with its            controlling stockholder in the amount of $10,000. This loan accrues interest at a rate            of 8.25% until the Company can effect a merger. The loan shall be repaid in full upon            completion of the merger, and if not, the loan will mature in five years.

 

 

F            -9

 

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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 months ending September 30, 2007, the Company had no            activities that produced revenues from operations.

             

For the three months ending September 30, 2007, the Company had a net            loss of $17,707, mostly due to legal, accounting, audit and other professional service            fees of $17,681 incurred primarily in relation to the filing of the Company’s            Registration Statement on Form 10-SB filed in July of 2007.

 

***Liquidity and Capital Resources***

 

As of September 30, 2007, the Company had assets equal to $1,068,            comprised exclusively of cash and cash equivalents. The Company’s current            liabilities as of September 30, 2007 totaled $4,625, 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 September 30, 2007 |
|--------|-----------------------------------------------------------------------------------------------------------|

 

|   | Operating Activities |   | $      | (32,682 | )      |   |
|--------|----------------------|--------|--------|---------|--------|--------|
|   | Investing Activities |   | $      | — |   |   |
|   | Financing Activities |   | $      | 33,750  |   |   |
|   |                 |   |   |    |   |   |
|   | Net Effect on Cash   |   | $      | 1,068   |   |   |

 

             

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.

             

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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.

 

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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 September 30, 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            September 30, 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.**None.

 

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

 

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

 

**Item            5. Other Information.**

 

On September 12, 2007, the Company issued one 8.25% promissory note            payable for $6,250, to Andrew Merkatz (the “September Note”). On November            8, 2007, the Company issued a second 8.25% promissory note payable for $10,000, to            Mr. Merkatz (the “November Note” and, together with the            “September Note,” the “Notes”). Interest shall accrue 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.

 

 

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**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 September 30,                            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. |
|---|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

             

 

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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: November 14, 2007 | **COUNTRYROAD ACQUISITION CORP. I** |
|--------------------------|-------------------------------------|

 

 

|   | By: /s/ Andrew Merkatz |   |
|--------|------------------------|--------|
|   | Name: Andrew Merkatz   |   |
|   | Title: President       |   |

 

 

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