UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-QSB


(Mark
      One)





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





For
      the
      quarterly period ended September
      30, 2007





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





For
      the
      transition period from _____________ to _____________





Commission
      File Number 000-52875





North
      Shore Acquisition Corp.


(Exact
      Name of Issuer as Specified in Its Charter)





Delaware
            20-0433980(State
                or other Jurisdiction of
              Incorporation
                or Organization)
            (I.R.S.
                Employer
              Identification
                No.)





175
                Great Neck Road, Suite 204, Great Neck, NY
                11201-3313(Address
                of Principal Executive Office)





(516)
      487-0200


(Issuer’s
      Telephone Number, Including Area Code)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days.


Yes  ̈ No ý





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes ý No  ̈





As
      of
      January 9, 2008, 8,111,250 shares of common stock, par value $.0001 per share,
      were issued and outstanding.





Transitional
      Small Business Disclosure Format (check one):


Yes  ̈ No ý





**North
      Shore Acquisition Corp.**


(a
      Corporation in the Development Stage)





Table
      of
      Contents





PagePart
                I. Financial Information:Item
                1 - Financial Statements (Unaudited):Balance
                Sheet as of September 30, 2007
            3Statements
                of Operations for the Three Months Ended September 30, 2007 and the
                Period
                from June 26, 2007 (date of inception) to September 30,
                2007
            4Statement
                of Stockholders’ Equity for the Period from June 26, 2007 (date of
                inception) to September 30, 2007
            5Statement
                of Cash Flows for the Period from June 26, 2007 (date of inception)
                to
                September 30, 2007
            6Notes
                to Unaudited Financial Statements
            7Item
                2 - Management’s Discussion and Analysis of Financial Condition and
                Results of Operations
            14Item
                3 - Controls and Procedures
            15Part
                II. Other Information:Item
                2 - Unregistered Sales of Equity Securities and Use of
                Proceeds
            17Item
                6 - Exhibits
            17Signatures
            18Certifications




2


**North
      Shore Acquisition Corp.**


(a
        corporation in the development stage)
 **BALANCE
        SHEET**





September
                30, 2007**ASSETS**
            
            (unaudited)**Current
                asset**,
                cash
            
            
            
            
            $
            12,742**Other
                asset**,
                deferred offering costs
            
            
            
            
            
            164,831$
            177,573**LIABILITIES
                AND STOCKHOLDERS’ EQUITY****Current
                liabilities**Accrued
                expenses
            
            
            
            
            $
            2,500Accrued
                offering costs
            
            
            
            
            
            52,500Note
                payable, stockholder
            
            
            
            
            
            100,000Total
                current liabilities
            
            
            
            
            
            155,000**Commitments****Stockholders’
                equity**Preferred
                stock, $.0001 par value; 1,000,000 shares authorized; none
                issuedCommon
                stock, $.0001 par value, authorized 20,000,000 shares; 1,811,250
                shares
                issued and outstanding
            
            
            
            
            
            181Additional
                paid-in capital
            
            
            
            
            
            24,819Deficit
                accumulated during the development stage
            
            
            
            
            
            (2,427
            )Total
                stockholders’ equity
            
            
            
            
            
            22,573$
            177,573


*The
        accompanying notes are an integral part of these financial
        statements.*


3


**North
      Shore Acquisition Corp.**


(a
        corporation in the development stage)
 (unaudited)
 **STATEMENT
        OF OPERATIONS**


Period
                from
            
            Period
                fromJuly
                1, 2007
            
            June
                26, 2007 (date ofto
            
            inception)
                toSeptember
                30, 2007
            
            September
                30, 2007Revenue
            
            $
            ---
            
            $
            ---Formation
                and operating costs
            
            
            2,650
            
            
            2,650Loss
                from operations
            
            $
            (2,650
            )
            $
            (2,650
            )Other
                income, interest
            
            
            223
            
            
            223Net
                loss
            
            
            (2,427
            )
            
            (2,427
            )Net
                loss per common share, basic and diluted
            
            $
            (0.00
            )
            $
            (0.00
            )Weighted
                average shares outstanding, basic and diluted
            
            
            1,811,250
            
            
            1,811,250












*The
      accompanying notes are an integral part of these financial
      statements.*


4


**North
      Shore Acquisition Corp.**


(a
        corporation in the development stage)
 (unaudited)
 **STATEMENT
        OF STOCKHOLDERS’ EQUITY**







**For
                the period from June 26, 2007 (date of inception) to September 30,
                2007**


**Common**
              **Shares**
            
            **Amount**
            
            **Additional**
              **Paid-in
                Capital**
            
            **Deficit**
              **Accumulated**
              **During
                the**
              **Development**
              **Stage**
            
            **Total**
              **Stockholders’
                Equity**Balance,
                June 26, 2007 (date of inception)
            
            
            ---
            
            $
            ---
            
            $
            ---
            
            $
            ---
            
            $
            ---Sale
                of 1,811,250 shares ofcommon
                stock to initial stockholders
            
            
            1,811,250
            
            
            181
            
            
            24,819
            
            
            ---
            
            
            25,000Net
                loss for the period
            
            
            
            
            
            
            
            
            
            
            
            (2,427
            )
            
            (2,427
            )Balance,
                at September 30, 2007
            
            
            1,811,250
            
            $
            181
            
            $
            24,819
            
            $
            (2,427
            )
            $
            22,573
















*The
      accompanying notes are an integral part of these financial
      statements.*





5


**North
      Shore Acquisition Corp.**


(a
      corporation in the development stage)


(unaudited)


**STATEMENT
      OF CASH FLOWS**







**For
                the period from June 26, 2007 (date of inception) to September 30,
                2007****Cash
                flows from operating activities**Net
                loss
            
            $
            (2,427
            )Adjustment
                to reconcile net loss to net cash provided by operating
                activities:Change
                in operating liability:Accrued
                expenses
            
            
            2,500**Cash
                provided by operating activities**
            
            
            73**Cash
                flows from financing activities**Proceeds
                from note payable, stockholder
            
            
            100,000Proceeds
                from issuance of common stock
            
            
            25,000Payments
                of offering costs
            
            
            (112,331
            )**Cash
                provided by financing activities**
            
            
            12,669**Net
                increase in cash**
            
            
            12,742**Cash,**beginning
                of period
            
            
            0**Cash,**end
                of period
            
            $
            12,742**Supplemental
                schedule of non-cash financing activities:**Accrual
                of deferred offering costs
            
            $
            52,500








*The
      accompanying notes are an integral part of these financial
      statements.*





6


**North
      Shore Acquisition Corp.**


**(a
      corporation in the development stage)**




**Notes
      to Unaudited Financial Statements**






**NOTE
      A—BASIS OF PRESENTATION**




The
      accompanying unaudited financial statements as of September 30, 2007 and
      for the periods from June 26, 2007 (date of inception)
      through September 30, 2007, have been prepared in accordance with
      accounting principles generally accepted in the United States of America for
      interim financial statements and pursuant to Form 10-Q and Article 10 of
      Regulation S-X. Certain financial information and footnote disclosure normally
      included in financial statements prepared in accordance with accounting
      principles generally accepted in the United States of America have been
      condensed or omitted pursuant to such rules and regulations. In the opinion
      of
      management, all adjustments (consisting of normal recurring accruals) have
      been
      made that are considered necessary for a fair presentation of the financial
      position of North Shore Acquisition Corp. (the “Company”) as
      of September 30, 2007 and the financial results for the three months then
      ended as well as for the period from June 26, 2007 (date of
      inception) through September 30, 2007. The results of operations for the
      three months ended September 30, 2007 are not necessarily indicative of the
      results of operations to be expected for a full fiscal year. These interim
      condensed financial statements should be read in conjunction with the financial
      statements for the fiscal year end July 23, 2007, which are included in the
      Company’s registration statement on Form S-1 (File No. 333-145278)
      filed in connection with its initial public offering, which the Securities
      and
      Exchange Commission declared effective on November 30,
      2007.





**NOTE
      B—DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS**




North
      Shore Acquisition Corp. (a corporation in the development stage) (the “Company”)
      was incorporated in Delaware on June 26, 2007. The Company was formed to acquire
      an operating business through a merger, capital stock exchange, asset
      acquisition, stock purchase or other similar business combination. The Company
      has neither engaged in any operations nor generated significant revenue to
      date.
      The Company is considered to be in the development stage as defined in Statement
      of Financial Accounting Standards (“SFAS”) No. 7, Accounting and Reporting By
      Development Stage Enterprises, and is subject to the risks associated with
      activities of development stage companies. All activity from the date of
      inception (June 26, 2007) through September 30, 2007 was related to the
      Company’s formation and capital raising activities. The Company has selected
      December 31st as its calendar year end.




7


The
      Company’s management has broad discretion with respect to the specific
      application of the net proceeds of this proposed offering of Units (as defined
      in Note D below) (the “Proposed Offering”), although substantially all of the
      net proceeds of the Proposed Offering are intended to be generally applied
      toward consummating a business combination with (or acquisition of) an operating
      business (“Business Combination”). Furthermore, there is no assurance that the
      Company will be able to successfully effect a Business Combination. Upon the
      closing of the Proposed Offering, at least 97% of the gross proceeds, after
      payment of certain amounts to the underwriters, will be held in a trust account
      (“Trust Account”) and invested in U.S. “government securities,” defined as any
      Treasury Bill issued by the United States government having a maturity of one
      hundred and eighty (180) days or less or any open ended investment company
      registered under the Investment Company Act of 1940 that holds itself out as
      a
      money market fund and bears the highest credit rating issued by a United States
      nationally recognized rating agency, until the earlier of (i) the consummation
      of its first Business Combination or (ii) the distribution of the Trust Account
      as described below. The remaining proceeds may be used to pay for business,
      legal and accounting due diligence on prospective acquisitions and continuing
      general and administrative expenses. The Company, after signing a definitive
      agreement for the acquisition of a target business, will submit such transaction
      for stockholder approval. In the event that 40% or more of the outstanding
      stock
      (excluding, for this purpose, those shares of common stock issued prior to
      the
      Proposed Offering) vote against the Business Combination and exercise their
      conversion rights described below, the Business Combination will not be
      consummated. Public stockholders voting against a Business Combination will
      be
      entitled to convert their stock into a pro rata share of the Trust Account
      (including the additional 3% fee of the gross proceeds payable to the
      underwriters upon the Company’s consummation of a Business Combination),
      including any interest earned (net of taxes payable and the amount distributed
      to the Company to fund its working capital requirements) on their pro rata
      share, if the business combination is approved and consummated. However, voting
      against the Business Combination alone will not result in an election to
      exercise a stockholder’s conversion rights. A stockholder must also
      affirmatively exercise such conversion rights at or prior to the time the
      Business Combination is voted upon by the stockholders. All of the Company’s
      stockholders prior to the Proposed Offering, including all of the directors
      and
      officers of the Company have agreed to vote all of the shares of common stock
      held by them in accordance with the vote of the majority in interest of all
      other stockholders of the Company.




In
      the
      event that the Company does not consummate a Business Combination within 24
      months from the date of the consummation of the Proposed Offering, the proceeds
      held in the Trust Account will be distributed to the Company’s public
      stockholders, excluding the existing stockholders to the extent of their initial
      stock holdings. In the event of such distribution, it is likely that the per
      share value of the residual assets remaining available for distribution
      (including Trust Account assets) will be less than the initial public offering
      price per Unit in the Proposed Offering (assuming no value is attributed to
      the
      Warrants contained in the Units to be offered in the Proposed Offering discussed
      in Note D).






**NOTE
      C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**




**Basis
      of Presentation**




The
      accompanying financial statements of the Company are presented in U.S. dollars
      and have been prepared in accordance with accounting principles
      generally accepted in the United States of America (“U.S. GAAP”) and pursuant to
      the rules and regulations of the Securities and Exchange Commission (the
“SEC”).




8


**Development
      Stage Company**




The
      Company complies with the reporting requirements of SFAS No. 7, "Accounting
      and
      Reporting by Development Stage Enterprises."




**Share
      Based Payment**




The
      Company complies with the fair value recognition provisions of SFAS No. 123(R),
      “Share Based Payment” and the SEC’s Staff Accounting Bulletin (“SAB”) SAB No.
      107, “Valuation of Share-Based Payment Arrangements for Public Companies.” SFAS
      No. 123(R) requires that compensation cost for all stock awards be calculated
      and recognized over the service period (generally equal to the vesting
      period).




**Net
      Loss per Common Share**




The
      Company complies with accounting and disclosure requirements of SFAS No. 128,
      “Earnings Per Share”. Net loss per common share, basic and diluted, is computed
      as net loss divided by the weighted average number of common shares outstanding
      for the period. The Company reported a net loss for the three months ended
      September 30, 2007 and for the period June 26, 2007 (date of inception) to
      September 30, 2007 and, as a result, diluted loss per common share is the same
      as basic for the period, as any potential dilutive securities would reduce
      the
      loss per common share and become anti-dilutive.




**Concentration
      of Credit Risk**




Financial
      instruments that potentially subject the Company to concentrations of credit
      risk consist of cash accounts in a financial institution, which potentially
      may
      in the future, exceed the Federal depository insurance coverage of $100,000.
      The
      Company has not experienced losses on these accounts and management believes
      the
      Company is not exposed to significant risks on such accounts.




**Fair
      Value of Financial Instruments**




The
      fair
      values of the Company's assets and liabilities, which qualify as financial
      instruments under SFAS
      No.
      107, "Disclosures About Fair Value of Financial Instruments," approximate their
      carrying amounts presented
      in the accompanying balance sheet.




**Use
      of Estimates**




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




9


**Deferred
      Offering Costs**




The
      Company complies with the requirements of the SEC SAB Topic 5A - “Expenses of
      Offering”. Deferred offering costs consist principally of legal and underwriting
      fees incurred through the balance sheet date that are related to the Proposed
      Offering and that will be charged to capital upon the completion of the Proposed
      Offering or charged to expense if the Proposed Offering is not completed.




**Income
      Taxes**




The
      Company complies with SFAS 109, “Accounting for Income Taxes,” which requires an
      asset and liability approach to financial accounting and reporting for income
      taxes. Deferred income tax assets and liabilities are computed for differences
      between the financial statement and tax bases of assets and liabilities that
      will result in future taxable or deductible amounts, based on enacted tax laws
      and rates applicable to the periods in which the differences are expected to
      affect taxable income. Valuation allowances are established, when necessary,
      to
      reduce deferred tax assets to the amount expected to be realized.




On
      January 1, 2007, Financial Accounting Standards Board (“FASB”) Interpretation
      No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB
      Statement No. 109” (“FIN 48”) became effective. The Company adopted FIN 48
      effective June 26, 2007 (date of inception). There were no unrecognized tax
      benefits as of September 30, 2007. FIN 48 prescribes a recognition threshold
      and
      a measurement attribute for the financial statement recognition and measurement
      of tax positions taken or expected to be taken in a tax return. For those
      benefits to be recognized, a tax position must be more-likely-than-not to be
      sustained upon examination by taxing authorities. The Company recognizes accrued
      interest and penalties related to unrecognized tax benefits as income tax
      expense. No amounts were accrued for the payment of interest and penalties
      at
      September 30, 2007. Management is currently unaware of any issues under review
      that could result in significant payments, accruals or material deviation from
      its position. The adoption of the provisions of FIN 48 did not have a material
      impact on the Company’s financial position.




**Recently
      Issued Accounting Standards**




In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." This
      Statement defines fair
      value, establishes a framework for measuring fair value in generally accepted
      accounting principles, expands disclosures about fair value measurements and
      applies under other accounting pronouncements that require
      or permit fair value measurements. SFAS No. 157 does not require any new fair
      value measurements. However,
      the FASB anticipates that for some entities, the application of SFAS No. 157
      will change current practice.




SFAS
      No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, which for the Company would be its fiscal year
      beginning January 1, 2008. The Company is currently evaluating
      the impact of SFAS No. 157 but does not expect that it will have a material
      impact on its financial statements.




In
      February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
      Financial Assets and Financial
      Liabilities." This Statement permits entities to choose to measure many
      financial instruments at fair value.
      Unrealized gains and losses on items for which the fair value option has been
      elected are reported in earnings. SFAS No. 159 is effective for fiscal years
      beginning after November 15, 2007. The Company is currently assessing the impact
      of SFAS No. 159 on its financial position and results of
      operations.




10


On
      December 21, 2007, the SEC issued SAB No. 110. SAB No. 110 extends the
      opportunity to use the "simplified method" beyond December 31, 2007, as was
      required by SAB No. 107. Under SAB No. 110 (and SAB No. 107), a company is
      able
      to use the "simplified method" to estimate an option's expect term based on
      the
      date of exercise, if the company does not have sufficient historical exercise
      data to provide a reasonable basis upon which to estimate the expected term
      due
      to limited period of time its equity shares have been publicly
      traded.







**NOTE
      D—PROPOSED OFFERING**




The
      Proposed Offering calls for the Company to offer for public sale up to 6,300,000
      units (“Units”). Each Unit consists of one share of the Company’s common stock,
      $0.0001 par value, and one redeemable common stock purchase warrant
      (“Warrants”). Each Warrant entitles the holder to purchase from the Company one
      share of common stock at an exercise price of $5.00 commencing the later of
      (a)
      one year from the date of the final prospectus for the Proposed Offering and
      (b)
      six months after the completion of a Business Combination with a target
      business, and will expire five years from the date of the prospectus. The
      Warrants will be redeemable at a price of $0.01 per Warrant upon 30 days prior
      notice after the Warrants become exercisable, only in the event that the last
      sale price of the common stock is at least $11.50 per share for any 20 trading
      days within a 30 trading day period ending on the third day prior to the date
      on
      which notice of redemption is given. If the Company is unable to deliver
      registered shares of common stock to the holder upon exercise of warrants during
      the exercise period, there will be no cash settlement of the warrants and the
      warrants will expire worthless.






**NOTE
      E—RELATED PARTY TRANSACTIONS**




The
      Company issued a $75,000 unsecured promissory note to the Company’s Chairman of
      the Board and Chief Executive Officer on July 10, 2007, and a $25,000 unsecured
      promissory note to one of the Company’s Directors on August 20, 2007. The notes
      are non interest-bearing and will be paid following the consummation of the
      Offering from the net proceeds of such Offering. Due to the short-term nature
      of
      the note, the fair value of the note approximates its carrying
      amount.




The
      Company presently occupies office space provided by an affiliate of certain
      stockholders of the Company. Such affiliate has agreed that, until the
      acquisition of a target business by the Company, it will make such office space,
      as well as certain office and secretarial services, available to the Company,
      as
      may be required by the Company from time to time. The Company has agreed to
      pay
      such affiliate $8,000 per month for such services.




11


All
      of
      the Initial Stockholders of the Company initially purchased, in consideration
      for an aggregate purchase price of $25,000, an aggregate of 1,250,000 shares
      of
      common stock. On September 18, 2007, the Company issued an additional 475,000
      by
      declaring a 0.38-for-1 common stock dividend. Subsequently on November 30,
      2007,
      the Company issued additional 86,250 shares of common stock by declaring a
      0.05-for-1 common stock dividend (see Note H). The initial stockholders have
      agreed that (1) the initial shares of common stock will not be sold or
      transferred until the first anniversary of the completion of a Business
      Combination and (2) the initial shares of common stock will not be entitled
      to a
      pro rata share of the Trust Account in the event of its liquidation.
      Additionally, if holders of more than 20% of the shares sold in the Proposed
      Offering exercise their conversion rights and vote against a proposed Business
      Combination and such Business Combination is consummated, the initial
      shareholders have agreed to forfeit and return to the Company for cancellation
      a
      number of shares of common stock so that they collectively own no more than
      23.8% of the Company’s outstanding shares of common stock (without giving effect
      to any shares issued in such Business Combination).




All
      of
      the Initial Stockholders have agreed to purchase 1,600,000 Warrants (“Insider
      Warrants”) at $1.00 per Warrant (for an aggregate purchase price of $1,600,000)
      privately from the Company upon consummation of the Offering. All of the
      proceeds received from these purchases will be placed in the Trust Account.
      The
      Insider Warrants are identical to the Warrants underlying the Units being
      offered in the Proposed Offering except that if the Company calls the Warrants
      for redemption, the Insider Warrants may be exercisable on a “cashless basis,”
at the holder’s option (except in the case of a forced cashless exercise upon
      the Company’s redemption of the Warrants, as described above), so long as such
      securities are held by such purchasers or their affiliates. Furthermore, the
      purchasers have agreed that the Insider Warrants will not be sold or transferred
      by them until after the Company has completed a Business Combination. In the
      event of a liquidation prior to a Business Combination, the Insider Warrants
      will expire worthless.






**NOTE
      F—COMMITMENTS**




The
      Company agreed to pay the Underwriter in the Offering an underwriting discount
      of 6.5% of the gross proceeds of the Offering and a non-accountable expense
      allowance of 0.5% of the gross proceeds of the Offering. However, the
      Underwriter has agreed that 3.0% of the underwriting discount will not be
      payable unless and until the Company completes a Business Combination and has
      waived their right to receive such payment upon the Company's liquidation if
      it
      is unable to complete a Business Combination. In connection with this Offering,
      the Company also issued an option (“Option”), for $100, to the Underwriter to
      purchase 420,000 Units at an exercise price of $8.80 per Unit. The Units
      issuable upon exercise of the Option are identical to the Units sold in the
      Offering. The Company intends to account for the fair value of the Option,
      inclusive of the receipt of the $100 cash payment, as an expense of the Offering
      resulting in a charge directly to stockholders’ equity. The Company estimates
      that the fair value of the Option is approximately $823,200 ($1.96 per Unit)
      using a Black-Scholes option-pricing model. The fair value of the Option granted
      to the Underwriter is estimated as of the date of grant using the following
      assumptions: (1) expected volatility of 20.43%, (2) risk-free interest rate
      of
      4.82% and (3) expected life of 5 years. The Option may be exercised for cash
      or
      on a "cashless" basis, at the holder's option, such that the holder may use
      the
      appreciated value of the Option (the difference between the exercise prices
      of
      the Option and the underlying Warrants and the market price of the Units and
      underlying securities) to exercise the option without the payment of any cash.
      The Company will have no obligation to net cash settle the exercise of the
      unit
      purchase option or the Warrants underlying the unit purchase option. The holder
      of the unit purchase option will not be entitled to exercise the unit purchase
      option or the Warrants underlying the unit purchase option unless a registration
      statement covering the securities underlying the unit purchase option is
      effective or an exemption from registration is available. If the holder is
      unable to exercise the Option or underlying Warrants, the Option or Warrants,
      as
      applicable, will expire worthless.




12


In
      connection with the Proposed Offering, the Company has granted the underwriter
      a
      45-day option to purchase up to 945,000 additional units to cover the
      over-allotment. The over-allotment option will be used only to cover a net
      short
      position resulting from the initial distribution.







**NOTE
      G—PREFERRED STOCK**




The
      Company is authorized to issue 1,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences as may be determined
      from
      time to time by the Board of Directors.






**NOTE
      H - SUBSEQUENT EVENTS**




On
      November 30, 2007, the Company issued an additional 86,250 shares by declaring
      a
      0.05-for-1 common stock dividend for each share of common stock outstanding
      on
      November 30, 2007. As a result of all of the common stock dividends, all share
      information has retroactively been adjusted to give effect to the stock
      dividend.




On
      November 30, 2007 the SEC declared effective the registration for the Proposed
      Offering.




On
      December 7, 2007 the Company completed the sale of 1,600,000 warrants to the
      Initial Stockholders for an aggregate purchase price of $1,600,000 as discussed
      in Note E. Subsequently the Company sold 6,300,000 Units, comprised of one
      share
      of common stock and one warrant at a price of $8.00 per Unit, raising gross
      proceeds of $50,400,000. As a consequence of these two transactions an aggregate
      of $49,284,000 was deposited into a trust account.




13




**ITEM
      2.**  **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





The
      following discussion should be read in conjunction with our Condensed Financial
      Statements and footnotes thereto contained in this report.





**Forward
      Looking Statements**





All
      statements other than statements of historical fact included in this Form 10-QSB
      including, without limitation, statements under “Management’s Discussion and
      Analysis of Financial Condition and Results of Operations” regarding our
      financial position, business strategy and the plans and objectives of management
      for future operations, are forward looking statements. When used in this Form
      10-QSB, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”
and similar expressions, as they relate to us or our management, identify
      forward looking statements. Such forward looking statements are based on the
      beliefs of management, as well as assumptions made by, and information currently
      available to, our management. Actual results could differ materially from those
      contemplated by the forward looking statements as a result of certain factors
      detailed in our filings with the Securities and Exchange Commission. All
      subsequent written or oral forward looking statements attributable to us or
      persons acting on our behalf are qualified in their entirety by this
      paragraph.





**Overview**





We
      were
      formed on June 26, 2007, to serve as a vehicle to effect a merger, capital
      stock
      exchange, asset acquisition, stock purchase, reorganization or other similar
      business combination with one
      or
      more operating businesses or assets. Our efforts in identifying a prospective
      target business will not be limited to a particular industry.




**Results
      of Operations**




For
      the
      three months ended September 30, 2007, we had a net loss of $2,427 consisting
      of
      $223 of dividend and interest income offset by $2,650 of general, selling and
      administrative expenses.




For
      the
      period from June 26, 2007 (date of inception) to September 30, 2007, we had
      a
      net loss of $2,427 consisting of $223 of dividend and interest income offset
      by
      $2,650 of general, selling and administrative expenses.




**Financial
      Condition and Liquidity**




We
      consummated our initial public offering of 6,300,000 units on December 7, 2007.
      Gross proceeds from our initial public offering were $50,400,000. We paid a
      total of $2,016,000 in underwriting discounts and commissions and approximately
      $854,000 for other costs and expenses related to the offering and the
      over-allotment option. An additional $1,512,000 of underwriting discounts and
      commissions has been deferred by the underwriters and placed in our trust
      account and will be released to the underwriters only on completion of our
      initial business combination. After deducting the underwriting discounts and
      commissions and the offering expenses, the total net proceeds, including
      $1,600,000 from the private sale of warrants (the “Sponsor’s Warrants”) to Barry
      J. Gordon, our chairman of the board and chief executive officer, Marc H. Klee,
      our president, chief financial officer, secretary and director, Alan J.
      Loewenstein, our vice president, Robert Sroka and Arthur H. Goldberg, each
      a
      director of ours, and Harvey Granat, one of our stockholders, from the offering
      were $49,482,770, of which $49,284,000 was deposited into the trust account.
      We
      intend to use substantially all of the net proceeds of this offering to effect
      a
      business combination. To the extent that our capital stock is used in whole
      or
      in part as consideration to effect a business combination, the proceeds held
      in
      the trust account as well as any other net proceeds not expended will be used
      to
      finance the operations of the target business. We believe we will have
      sufficient available funds outside of the trust fund to operate through November
      30, 2009, assuming that a business combination is not consummated during that
      time.




14




We
      expect
      our primary liquidity requirements during this period to include approximately
      $200,000 for expenses for the due diligence and investigation of a target
      business or businesses; approximately $500,000 for legal, accounting and other
      expenses associated with structuring, negotiating and documenting an initial
      business combination; an aggregate of $192,000 for office space, administrative
      services and support payable to American Fund Advisors, Inc. (“American Fund
      Advisors”) representing $8,000 per month for up to 24 months; $50,000 for legal
      and accounting fees relating to our SEC reporting obligations; and approximately
      $208,000 for general working capital that will be used for miscellaneous
      expenses and reserves. We do not believe we will need to raise additional funds
      following this offering in order to meet the expenditures required for operating
      our business. However, we may need to raise additional funds through a private
      offering of debt or equity securities if such funds are required to consummate
      a
      business combination that is presented to us. We would only consummate such
      a
      financing simultaneously with the consummation of a business
      combination.




Commencing
      on November 30, 2007 and ending upon the consummation of a business combination
      or our liquidation, we began incurring a fee from American
      Fund Advisors of $8,000 per month for providing us with office space and certain
      general and administrative services. In
      addition, in July 2007, Barry J. Gordon and Arthur H. Goldberg advanced an
      aggregate of $100,000 to us for payment on our behalf of offering expenses. This
      loan
      was repaid following our initial public offering from the proceeds of the
      offering.




**ITEM
      3.**  **CONTROLS
      AND PROCEDURES.**





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in company reports filed or
      submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is
      recorded, processed, summarized and reported, within the time periods specified
      in the Securities and Exchange Commission’s rules and forms. Disclosure controls
      and procedures include, without limitation, controls and procedures designed
      to
      ensure that information required to be disclosed in company reports filed or
      submitted under the Exchange Act is accumulated and communicated to management,
      including our chief executive officer and chief financial officer, as
      appropriate to allow timely decisions regarding required disclosure.





As
      required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief
      executive officer and chief financial officer carried out an evaluation of
      the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of September 30, 2007. Based upon their evaluation, they concluded
      that our disclosure controls and procedures were effective.





15


Our
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, our chief executive officer and chief financial officer and
      effected by our board of directors, management and other personnel, to provide
      reasonable assurance regarding the reliability of our financial reporting and
      the preparation of our financial statements for external purposes in accordance
      with generally accepted accounting principles (United States). Internal control
      over financial reporting includes policies and procedures that pertain to the
      maintenance of records that in reasonable detail accurately and fairly reflect
      the transactions and dispositions of our assets; provide reasonable assurance
      that transactions are recorded as necessary to permit preparation of our
      financial statements in accordance with generally accepted accounting principles
      (United States), and that our receipts and expenditures are being made only
      in
      accordance with the authorization of our board of directors and management;
      and
      provide reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a
      material effect on our financial statements.





During
      the most recently completed fiscal quarter, there has been no change in our
      internal control over financial reporting that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.





**Limitations
      on the Effectiveness of Controls**





A
      control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Because of the inherent limitations in all control systems, no evaluation of
      controls can provide absolute assurance that all control issues and instances
      of
      fraud, if any, within a company have been detected. Our disclosure controls
      and
      procedures are designed to provide reasonable assurance of achieving its
      objectives. Our principal executive officer and principal financial officer
      concluded that our disclosure controls and procedures are effective at that
      reasonable assurance level.




16





**PART
      II**





**OTHER
      INFORMATION**





**ITEM
              2.**
            **UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS**





On
      December 7, 2007, we closed our initial public offering of 6,300,000 units,
      with
      each unit consisting of one share of our common stock and one warrant to
      purchase one share of our common stock at an exercise price of $5.00 per share.
      The units from the initial public offering were sold at an offering price of
      $8.00 per unit, generating total gross proceeds of $50,400,000.
      EarlyBirdCapital, Inc. acted as representative of the underwriters for the
      initial public offering. The securities sold in the offering were registered
      under the Securities Act of 1933 on registration statements on Forms S-1 (Nos.
      333-145278 and 333-147761). The Securities and Exchange Commission declared
      the
      registration statement effective on November 30, 2007.





We
      paid a
      total of $2,016,000 in underwriting discounts and commissions and $853,825
      for
      other costs and expenses related to the offering and the over-allotment option.
      An additional $1,512,000 of underwriting discounts and commissions has been
      deferred by the underwriters and placed in our trust account and will be
      released to the underwriters only on completion of our initial business
      combination.





We
      also
      consummated the simultaneous private sale of 1,600,000 Sponsor’s Warrants at a
      price of $1.00 per warrant, generating total proceeds of $1,600,000. The
      Sponsor’s Warrants were purchased by Barry J. Gordon, our chairman of the board
      and chief executive officer, Marc H. Klee, our president, chief financial
      officer, secretary and director, Alan J. Loewenstein, our vice president, Robert
      Sroka and Arthur H. Goldberg, each a director of ours, and Harvey Granat, one
      of
      our stockholders. The Sponsor’s Warrants are identical to the warrants included
      in the units sold in the initial public offering except that if we call the
      warrants for redemption, the Sponsor’s Warrants will be exercisable on a
      cashless basis so long as they are held by the purchasers or their affiliates.
      The purchasers of the Sponsor’s Warrants have agreed that the warrants will not
      be sold or transferred by them until after we have completed a business
      combination.





After
      deducting the underwriting discounts and commissions and the offering expenses,
      the total net proceeds to us from the offering and the private sale of Sponsor’s
      Warrants were $49,482,770, of which $49,284,000 was deposited into the trust
      account.





For
      a
      description of the use of the proceeds generated in our initial public offering,
      see Part I, Item 2 of this Form 10-QSB.





**ITEM
              6.**
            **EXHIBITS**





(a)
            Exhibits:





31.1
            Section
                302 Certification by Principal Executive Officer





31.2
            Section
                302 Certification by Principal Financial and Accounting
                Officer





32
            Section
                906 Certification by Principal Executive Officer and Principal Financial
                and Accounting Officer






17


**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.




**NORTH
              SHORE
              ACQUISITION CORP.**Dated:
                January 9, 2008/s/
                Barry J. GordonChairman
                and Chief Executive Officer(Principal
                Executive Officer)/s/
                Marc H. KleePresident,
                Chief Financial Officer and Secretary(Principal
                Financial and Accounting Officer)






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