UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q





x         Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


For the quarterly period ended March
31, 2009.




or





 ̈         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: 000-53122




HAMBRECHT ASIA ACQUISITION
CORP.


(Exact
name of registrant as specified in its charter)


Cayman
      Islands
            N/A(State
      or Other Jurisdiction of
            (I.R.S.
      EmployerIncorporation
      or Organization)
            Identification
      No.)




13/F
Tower 2


New
World Tower


18
Queens Road Central


Hong
Kong


(Address
of Principal Executive Offices including Zip Code)




852-2801-5383


(Registrant’s
Telephone Number, Including Area Code)




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




Indicate
by check mark whether the Registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes xNo  ̈




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of “accelerated filer,” “large accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange.




Large
      Accelerated Filer  ̈
            Accelerated
      Filer  ̈
            Non-Accelerated
      Filer  ̈
            Smaller
      Reporting Company x




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




There
were 5,299,125 shares of the Registrant’s common stock issued and outstanding as
of May 13, 2009.







Index
to Form 10-Q




PART
      I - FINANCIAL INFORMATION
                1ITEM
      1. CONDENSED FINANCIAL STATEMENTS
                1Condensed
      Balance Sheets
                1Condensed
      Statements of Operations
                2Condensed
      Statements of Shareholders’ Equity
                3Condensed
      Statements of Cash Flows
                4Notes
      to Condensed Interim Financial Statements
                5ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
                13ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                15ITEM
      4T. CONTROLS AND PROCEDURES
                15PART
      II - OTHER INFORMATION
                16ITEM
      1A. RISK FACTORS
                16ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
                16ITEM
      3. EXHIBITS
                16SIGNATURES
                17CERTIFICATION
                18


i




PART
I - FINANCIAL INFORMATION




ITEM
1.  CONDENSED FINANCIAL STATEMENTS




Hambrecht
Asia Acquisition Corp.


(a
corporation in the development stage)




Condensed
Balance Sheets





March 31, 2009
              
              
              December 31,
                  2008ASSETSCurrent
      assetsCash
              
              $
              77,187
              
              
              $
              100,312Prepaid
      expenses
              
              
              95,829
              
              
              
              108,330Total
      current assets
              
              
              173,016
              
              
              
              208,642Other
      assetCash
      equivalents held in the Trust Account
              
              
              33,818,127
              
              
              
              33,798,651Total
      assets
              
              $
              33,991,143
              
              
              $
              34,007,293LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      liabilitiesAccrued
      expenses
              
              
              19,999
              
              
              
              31,780Total
      current liabilities
              
              
              19,999
              
              
              
              31,780Long-term
      liabilitiesDeferred
      underwriting fees, net of $356,101 subject toforfeiture
      in the event of possible redemption
              
              
              830,903
              
              
              
              830,903Ordinary shares, subject
      to redemption, (1,271,788 shares atredemption
      value of $7.92 per share)
              
              
              10,072,561
              
              
              
              10,072,561Shareholders’
      equityOrdinary
      shares, $.001 par value, 50,000,000 shares authorized; 5,299,125 shares
      issued and outstanding as of March 31, 2009 and December 31, 2008 (which
      includes 1,271,788 shares subject to possible redemption)
              
              
              5,299
              
              
              
              5,299Additional
      paid-in capital
              
              
              22,851,981
              
              
              
              22,851,981Earnings
      (deficit) accumulated during the development stage
              
              
              210,400
              
              
              
              214,769Total
      shareholders’ equity
              
              
              23,067,680
              
              
              
              23,072,049Total
      liabilities and  shareholders’ equity
              
              $
              33,991,143
              
              
              $
              34,007,293




See
accompanying notes to condensed interim  financial
statements.


1




Hambrecht
Asia Acquisition Corp.


(a
corporation in the development stage)




Condensed
Statements of Operations




Period fromFor the Three
                
                
                For the Three
                
                
                July 18, 2007Months Ended
                
                
                Months Ended
                
                
                (inception) toMarch 31, 2009
                
                
                March 31, 2008
                
                
                March 31, 2009Revenues
                
                $
                —
                
                
                $
                —
                
                
                $
                —Formation
      and administrative costs
                
                
                57,745
                
                
                
                27,489
                
                
                
                346,868Loss
      from operations
                
                
                (57,745
                )
                
                
                (27,489
                )
                
                
                (346,868
                )Interest
      income, net
                
                
                53,376
                
                
                
                15,277
                
                
                
                557,268Net
      income (loss)
                
                
                (4,369
                )
                
                
                (12,212
                )
                
                
                210,400Weighted
      average number of ordinary shares subject to possible redemption,
      basic  and diluted
                
                
                1,271,788
                
                
                
                274,693
                
                
                
                793,378Income
      (loss) per ordinary share subject to possible redemption, basic and
      diluted
                
                $
                —
                
                
                $
                —
                
                
                $
                —Weighted
      average number of ordinary shares outstanding (not subject to possible
      redemption) , basic
                
                
                4,027,337
                
                
                
                2,218,324
                
                
                
                2,948,243Income
      (loss) per ordinary share not subject to possible redemption,
      basic
                
                $
                (0.00
                )
                
                $
                (0.01
                )
                
                $
                0.07Weighted
      average number of ordinary shares outstanding (not subject to possible
      redemption), diluted
                
                
                4,027,337
                
                
                
                2,218,324
                
                
                
                4,028,420Income
      (loss) per ordinary share not subject to  possible redemption,
      diluted
                
                $
                (0.00
                )
                
                $
                (0.01
                )
                
                $
                0.05




See
accompanying notes to condensed interim financial statements.


2




Hambrecht
Asia Acquisition Corp.


(a
corporation in the development stage)




Condensed
Statements of Shareholders’ Equity




For
the Period July 18, 2007(date of inception) to March 31, 2009





Earnings(Deficit)AccumulatedAdditional
                            
                            
                            During
      the
                            
                            
                            TotalOrdinary
      Shares
                            
                            
                            Paid-in
                            
                            
                            Development
                            
                            
                            Shareholders’Shares
                            
                            
                            Amount
                            
                            
                            Capital
                            
                            
                            Stage
                            
                            
                            EquityBalances
      at July 18, 2007
                            
                            
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            —
                            
                            
                            $
                            —Sale
      of units issued to founders on July 18, 2007 at approximately $0.02 per
      share
                            
                            
                            1,150,000
                            
                            
                            
                            1,150
                            
                            
                            
                            23,850
                            
                            
                            
                            
                            
                            
                            
                            25,000Net
      loss
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (21,736
                            )
                            
                            
                            (21,736
                            )Balances
      at December 31, 2007
                            
                            
                            1,150,000
                            
                            
                            $
                            1,150
                            
                            
                            $
                            23,850
                            
                            
                            $
                            (
      21,736
                            )
                            
                            $
                            3,264Proceeds
      from sale of warrants in a private placement to initial
      shareholders
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            1,550,000
                            
                            
                            
                            
                            
                            
                            
                            1,550,000Sale
      of 4,000,000 units at $8.00 per share in the  public offering,
      net of underwriters’ discount and offering expenses (1,199,999 shares
      subject to possible redemption)
                            
                            
                            4,000,000
                            
                            
                            
                            4,000
                            
                            
                            
                            29,550,348
                            
                            
                            
                            
                            
                            
                            
                            29,554,348Sale
      of 239,300 units at $8.00  per share in the public offering from
      partial exercise of underwriters’ overallotment option, net of
      underwriters’ discount and offering expenses (71,789 shares subject to
      possible redemption)
                            
                            
                            239,300
                            
                            
                            
                            239
                            
                            
                            
                            1,800,344
                            
                            
                            
                            
                            
                            
                            
                            1,800,583Forfeiture
      of founders shares from partial exercise of underwriters’ overallotment
      option
                            
                            
                            (90,175
                            )
                            
                            
                            (90
                            )
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (90
                            )Proceeds
      subject to possible redemption of 1,271,788 shares at a redemption value
      of $7.92 per share
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (10,072,561
                            )
                            
                            
                            
                            
                            
                            
                            (10,072,561
                            )Net
      income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            236,505
                            
                            
                            
                            236,505Balances
      at December 31, 2008
                            
                            
                            5,299,125
                            
                            
                            $
                            5,299
                            
                            
                            $
                            22,851,981
                            
                            
                            $
                            214,769
                            
                            
                            $
                            23,072,049Net
      income
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            (4,369
                            )
                            
                            
                            (4,369
                            )Balances
      at March 31, 2009 (unaudited)
                            
                            
                            5,299,125
                            
                            
                            $
                            5,299
                            
                            
                            $
                            22,851,981
                            
                            
                            $
                            210,400
                            
                            
                            $
                            23,067,680




See
accompanying notes to condensed  financial
statements.


3




Hambrecht
Asia Acquisition Corp.


(a
corporation in the development stage)




Condensed
Statements of Cash Flows




For the Three
                  Months Ended
                  March 31, 2009
              
              
              For the Three
                  Months Ended
                  March 31, 2008
              
              
              Period from
                  July 18, 2007
                  (inception) to
                  March 31, 2009Cash
      flows from operating activities:Net
      income (loss)
              
              $
              (4,369
              )
              
              $
              (12,212
              )
              
              $
              210,400Adjustments
      to reconcile net income (loss)  to net cash provided by
      operating activities:Change
      in operating assets and liabilities:Accrued
      expenses
              
              
              (11,780
              )
              
              
              68,055
              
              
              
              20,000Prepaid
      expenses
              
              
              12,501
              
              
              
              37,421
              
              
              
              (95,829
              )Net
      cash provided by (used in) operating activities
              
              
              (3,648
              )
              
              
              73,264
              
              
              
              134,571Cash
      used in investing activities:Changes
      in cash equivalents held in Trust Account
              
              
              (19,476
              )
              
              
              (33,547,396
              )
              
              
              (33,818,127
              )Cash
      flows from financing activities:Proceeds
      from sale of ordinary shares to founders
              
              
              —
              
              
              
              —
              
              
              
              25,000Proceeds
      from shareholder’s note payable
              
              
              —
              
              
              
              —
              
              
              
              281,661Payments
      of Deferred Offering Cost
              
              
              —
              
              
              
              —
              
              
              
              —Proceeds
      from warrants purchased in private placement
              
              
              —
              
              
              
              1,550,000
              
              
              
              1,550,000Proceeds  from
      initial public offering
              
              
              —
              
              
              
              32,000,000
              
              
              
              32,000,000Proceeds
      from exercise of underwriters overallotment option
              
              
              —
              
              
              
              1,914,400
              
              
              
              1,914,400Repayment
      of shareholder’s note payable
              
              
              —
              
              
              
              (281,661
              )
              
              
              (281,661
              )Payment
      of offering costs of initial public offering
              
              
              —
              
              
              
              (1,728,656
              )
              
              
              (1,728,656
              )Net
      cash provided by financing activities
              
              
              —
              
              
              
              33,454,083
              
              
              
              33,760,744Net
      increase (decrease) in cash
              
              
              (23,124
              )
              
              
              (49
              )
              
              
              77,187Cash
      at beginning of the period
              
              
              100,312
              
              
              
              101,671
              
              
              
              —Cash
      at end of the period
              
              $
              77,187
              
              
              $
              101,622
              
              
              $
              77,187Supplemental
      schedule of non-cash financing activities:Deferred
      underwriting fees, net
              
              $
              —
              
              
              $
              830,903
              
              
              $
              830,903Ordinary
      shares subject to possible redemption
              
              $
              —
              
              
              $
              10,072,561
              
              
              $
              10,072,561




See
accompanying notes to condensed interim financial statements.


4




Hambrecht
Asia Acquisition Corp.


(a
corporation in the development stage)


Notes
to Condensed Interim Financial Statements




NOTE
1—ORGANIZATION AND BUSINESS OPERATIONS




The
accompanying unaudited condensed financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America (“U.S. GAAP”) for interim financial statements and pursuant to the
instructions on the Form 10-Q and Article 8 of Regulation S-X of the Securities
and Exchange Commission (“SEC”). Certain financial information and footnote
disclosures normally included in the financial statements prepared in accordance
U.S. GAAP 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, results of operations, and cash flows of the Company
for all periods presented.




The
results of operations for any interim period are not necessarily indicative of
the results of operations to be expected for a full fiscal year. These condensed
interim financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 2008 as reported on the
Company’s Annual Report on Form 10-K filed with the SEC. The accompanying
condensed balance sheet as of December 31, 2008 was derived from the Company’s
audited financial statements but does not include all disclosures required by
U.S. GAAP.




Hambrecht
Asia Acquisition Corp. (a corporation in the development stage) (the “Company”)
was incorporated in the Cayman Islands on July 18, 2007 with an authorized share
capital of 50,000,000 ordinary shares (par value $0.001 per share). The
Company’s founders contributed $25,000 to the formation of the Company and were
issued 1,150,000 ordinary shares. The Company was formed to acquire, through a
stock exchange, asset acquisition or other similar business combination, one or
more operating businesses having its primary operations located in the People’s
Republic of China (“Business Combination”). 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. The Company’s operations, if a Business Combination is consummated
outside the United States, will be subject to local government regulations and
to the uncertainties of the economic and political conditions of those areas.
The Company selected December 31st as its fiscal year end.




As of
March 31, 2009, the Company had not commenced any operations or generated any
revenues.  All activity from the period July 18, 2007 (date of
inception) through March 31, 2009 relates to the Company’s formation, its
initial public offering (as described below) and its search for a target
business. Subsequent to that date to the present the Company has sought a target
business to acquire. The Company will not generate any operating revenue until
after the completion of the Business combination, at the earliest. The Company
currently generates non-operating income from interest income earned on the
investments held in a trust account (the “Trust Account”), from the proceeds
derived from the public offering.




The
registration statement for the Company’s initial public offering (the
“Offering”) described in Note 3 was declared effective on March 7,
2008.  The Company consummated the Offering on March 12, 2008 and,
immediately prior to such Offering, sold an aggregate of 1,550,000 warrants at
$1.00 per warrant to certain officers and affiliates of the Company in a private
placement (the “Private Placement”) described in Note 4.  On March 31
2008, the underwriters of the Offering exercised their over-allotment option for
a total of an additional 239,300 units.  The net proceeds of the
Offering and the Private Placement are intended to be generally applied toward
consummating a business combination with one or more operating businesses having
their primary operations in the People’s Republic of China (“Business
Combination”).  Net proceeds of $33,537,396 from the Offering,
including the exercise of the underwriters’ over-allotment option and the
Private Placement are held in a Trust Account and will only be released to the
Company upon the earlier of: (i) the consummation of a business combination; or
(ii) the Company’s liquidation, except to satisfy stockholder conversion rights.
The Trust Account includes the deferred underwriting discount from the Offering
of up to $1,187,004 which will be paid to the underwriters upon consummation of
a business combination, as described in Note 6. Additionally, up to an aggregate
of $700,000, plus up to an additional $350,000 during the Extended Period (as
described below), if approved by shareholders, of interest earned on the Trust
Account balance (net of any taxes paid or payable) may be released to the
Company to fund operating activities. Through March 31, 2009, approximately
$274,000 of interest earned on the trust account balance has been released to
the Company.


5




The
Company, after signing a definitive agreement for the acquisition of a target
business, is required to submit such transaction for shareholder approval. In
the event that shareholders owning 30% or more of the shares sold in the
Offering vote against the business combination and exercise their conversion
rights described below, the business combination will not be consummated. All of
the Company’s shareholders prior to the Offering agreed to vote their
pre-initial public offering ordinary shares in accordance with the vote of the
majority of the shares voted by all shareholders of the Company who purchased
their shares in the Offering or the aftermarket (“Public Shareholders”) with
respect to any business combination. After consummation of a business
combination, these voting agreements will no longer be applicable.




In the
event that the Company does not consummate a business combination within 18
months from the date of the consummation of the Offering, or 24 months from the
consummation of the Offering if certain extension criteria have been satisfied,
or 36 months if such an extension is approved by the shareholders, the Company
will be dissolved and the proceeds held in the Trust Account, plus certain
interest, less certain costs, will be distributed to the Company’s public
shareholders. If the Company has entered into a letter of intent, agreement in
principle or definitive agreement within 18 months following the closing of the
Offering, the Company will continue to exist until 24 months from the
consummation of the Offering.  If the Company has entered into a
letter of intent, agreement in principle or definitive agreement within 18
months following the closing of the Offering and management anticipates that the
Company may not be able to consummate a business combination within the 24
months from the date of the closing of the Offering, the Company may seek to
extend the time period within which it may complete its business combination to
36 months, by calling a special (or annual) meeting of shareholders for the
purpose of soliciting their approval for such extension (the “Extended Period”).
If the Company receives Public Shareholder approval for the Extended Period and
holders of 30% or more of the shares held by Public Shareholders do not vote
against the Extended Period and elect to convert their ordinary shares in
connection with the vote for the Extended Period, the Company will then have an
additional 12 months in which to complete the initial business combination. If
the Extended Period is approved, the Company will still be required to seek
Public Shareholder approval before completing a business combination. In the
event there is no business combination within the 24-month deadline (assuming
the Extended Period is not approved) described above, the Company will dissolve
and distribute to its Public Shareholders, in proportion to their respective
equity interests, the amount held in the Trust Account, and any remaining net
assets, after the distribution of the Trust Account. The Company’s corporate
existence will automatically cease at the end of the 36-month period if the
Company has not received shareholder approval for an initial business
combination. In the event of liquidation, the per share value of the residual
assets remaining available for distribution (including Trust Account assets) may
be less than the initial public offering price per share in the
Offering.




With
respect to a business combination which is approved and consummated or a vote on
the Extended Period which is approved, any Public Shareholders who voted against
the business combination or Extended Period may contemporaneously with or prior
to such vote exercise their conversion right and their ordinary shares would be
cancelled and returned to the status of authorized but unissued shares. The per
share conversion price will equal the amount in the Trust Account (including
interest therein), calculated as of two business days prior to the consummation
of the proposed business combination or vote on Extended Period, divided by the
number of ordinary shares sold in the Offering and partial exercise of the
over-allotment option.




A Public
Shareholder’s election to convert ordinary shares in connection with the vote on
the Extended Period will only be honored if the Extended Period is approved.
Public Shareholders who vote their shares against the Extended Period and
exercise their conversion rights, will not be able to vote these shares with
respect to the initial business combination. All other Public Shareholders will
be able to vote on the initial business combination.


6




NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Cash
equivalents held in the Trust Account:




The
amounts held in the Trust Account as of March 31, 2009, represent substantially
all of the proceeds of the Offering and exercise of the underwriters’
over-allotment option, and are classified as restricted assets since such
amounts can only be used by the Company in connection with the consummation of a
Business Combination. The funds held in the Trust Account are invested in a
money market fund that invests in U.S. government debt securities.




Fair
value of financial instruments:




The
Company does not enter into financial instruments for trading or speculative
purposes.  The carrying amounts of financial instruments classified as
current assets and current liabilities as disclosed in the accompanying
condensed balance sheets, approximate their fair value due to their short
maturities.




Use
of estimates:




The
preparation of financial statements in conformity with U.S GAAP 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.




Income
taxes:




Under
current Cayman Islands laws, the Company is not subject to income taxes or
capital gains, and there is no Cayman Islands withholding tax imposed upon
payments of dividends by the Company to its shareholders. In the future, the
Company’s tax rate will be impacted by acquisitions of non-Cayman subsidiaries
governed by the respective local income tax laws. Accordingly, no provision for
income taxes has been made in the accompanying condensed statement of
operations.




Effective
January 1, 2007, the Company adopted the provisions of the Financial Accounting
Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes — an interpretation of FASB Statement No. 109” (“FIN
48”).  There were no unrecognized tax benefits as of March 31,
2009.  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 March 31, 2009.  Management is currently
unaware of any issues under review that could result in significant payments,
accruals or material deviation from its position.




Ordinary
shares subject to possible redemption:




As
discussed in Note 1, the Company will only proceed with a Business Combination
if:  (1) it is approved by a majority of the votes cast by the
Company’s public shareholders; and (2) public shareholders holding less than 30%
(1,271,788) of the ordinary shares sold in the Offering and exercise of the
over-allotment option, choose to exercise their redemption rights thereby
receiving their per share interest in the Trust Account.  In
accordance with FASB’s Emerging Issues Task Force (EITF) Topic No. D-98,
“Classification and Measurement of Redeemable Securities”, the Company has
classified 1,271,788 of its ordinary shares outside of permanent equity as
“Ordinary shares subject to redemption,” at an initial redemption price of
$7.92.  The Company will recognize changes in the conversion value as
they occur and will adjust the carrying value of the ordinary shares subject to
conversion to be equal to its conversion value at the end of each reporting
period.




7




Income
(loss) per ordinary share:




Basic
income per common share is computed by dividing net income by the weighted
average ordinary shares outstanding for the period. Diluted income per common
share reflects the potential dilution that could occur if warrants were to be
exercised or converted or otherwise resulted in the issuance of ordinary shares
that then shared in the earnings of the entity.




For the
three months ended March 31, 2009, and for the period from July 18, 2007
(inception) to March 31, 2009, the Company had potentially dilutive securities
in the form of 7,129,125 warrants, and 5,299,125 warrants issued as part of the
Units (as defined below) in the Offering.  Of the total warrants
outstanding for the periods then ended, approximately 2,366,617 and 1,080,177,
respectively, represent incremental ordinary shares, based on their assumed
redemption, to be included in the weighted average number of ordinary shares
outstanding (not subject to possible redemption) for the calculation of diluted
income per ordinary share.  The Company uses the “treasury stock
method” to calculate potential dilutive shares, as if they were redeemed for
ordinary share at the beginning of the period.




The
Company’s condensed statement of operations includes a presentation of income
per ordinary share subject to possible redemption in a manner similar to the
two-class method of income per share.  Basic and diluted income amount
for the maximum number of shares subject to possible redemption is calculated by
dividing the net interest attributable to ordinary shares subject to redemption
by the weighted average number of shares subject to possible
redemption.  Basic and diluted net income per share amount for the
shares outstanding not subject to possible redemption is calculated by dividing
the net income exclusive of the net interest income attributable to ordinary
share subject to redemption by the weighted average number of shares not subject
to possible redemption.




Newly
Adopted Accounting Pronouncements:




In
December 2007, the FASB issued SFAS No. 141 (Revised 2007) “Business
Combinations” (“SFAS 141R”), which requires the acquiring entity in a business
combination to recognize all (and only) the assets acquired and liabilities
assumed in the transaction; establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed; and
requires the acquirer to disclose to investors, and other users, all of the
information they need to evaluate and understand the nature and financial effect
of the business combination. SFAS 141R will be effective for acquisitions with a
date on or after the beginning of the first annual reporting period beginning on
or after December 15, 2008. We will apply SFAS 141R for any of our applicable
acquisitions beginning January 1, 2009.




In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51” (“SFAS 160”),
which requires the recognition of a noncontrolling interest (minority interest)
as equity in the consolidated financial statements and separate from the
parent’s equity; the inclusion of the amount of net income attributable to the
noncontrolling interest in consolidated income on the face of the income
statement; and a parent recognize a gain or loss in net income when a subsidiary
is deconsolidated. SFAS 160 will be effective for the fiscal years beginning on
or after December 15, 2008. We will apply SFAS 160 to any applicable
transactions beginning January 1, 2009.




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities – an amendment to FASB Statement No.
133”.  (“SFAS No. 161”).  SFAS No. 161 is intended to
improve financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity’s financial position, financial performance, and cash
flows.  Entities are required to provide enhanced disclosures about:
(a) how and why an entity uses derivative instruments; (b) how derivative
instruments and related hedged items are accounted for under Statement 133 and
its related interpretations; and (c) how derivative instruments and related
hedged items affect an entity’s financial position, financial performance, and
cash flows.  It is effective for financial statements issued for
fiscal years beginning after November 15, 2008, with early adoption encouraged.
The adoption of this statement is not expected to have a material effect on the
Company’s results of operations or financial position; however, it could impact
future transactions entered into by the Company.




8




Recently
Issued Accounting Pronouncements:




On April
9, 2009, the FASB issued FASB Staff Position FAS 107-1, Interim Disclosures
about Fair Value of Financial Instruments (“FSP 107-1). FSP 107-1 amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
statements. FSP 107-1 also amends Accounting Principles Board Opinion No. 28,
Interim Financial Reporting, to require those disclosures in summarized
financial information at interim reporting periods. FSP 107-1 shall be effective
for interim reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. An entity may early adopt
this FSP if certain requirements are met. This FSP does not require disclosures
for earlier periods presented for comparative purposes at initial adoption. In
periods after initial adoption, this FSP requires comparative disclosures only
for periods ending after initial adoption. The Company expects to adopt this FSP
for the quarter ending June 30, 2009 and does not expect the adoption of this
FSP to have a material impact on its financial statements.




On April
9, 2009, the FASB issued FASB Staff Position FAS 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP
FAS 157-4”). FSP FAS 157-4 affirms that the objective of fair value when the
market for an asset is not active is the price that would be received to sell
the asset in an orderly transaction; clarifies and includes additional factors
for determining whether there has been a significant decrease in market activity
for an asset when the market for that asset is not active; eliminates the
proposed presumption that all transactions are distressed (not orderly) unless
proven otherwise. The FSP instead requires an entity to base its conclusion
about whether a transaction was not orderly on the weight of the evidence. In
addition, FSP FAS 157-4 requires an entity to disclose a change in valuation
technique (and the related inputs) resulting from the application of the FSP and
to quantify its effects, if practicable. FSP FAS 157-4 is effective for interim
and annual periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009 if certain requirements are met. It must be
applied prospectively and retrospective application is not permitted. The
Company expects to adopt this FSP for the quarter ending June 30, 2009 and does
not expect the adoption of this FSP to have a material impact on its financial
statements.




On April
9, 2009, the FASB issued FSP FAS 115-2 and FAS 124-2 “Recognition and
Presentation of Other-Than-Temporary Impairments.” This FSP is intended to bring
consistency to the timing of impairment recognition, and provide improved
disclosures about the credit and noncredit components of impaired debt
securities that are not expected to be sold. The measure of impairment in
comprehensive income remains fair value. The FSP also requires increased and
more timely disclosures regarding expected cash flows, credit losses, and an
aging of securities with unrealized losses. The FSP shall be effective for
interim and annual reporting periods ending after June 15, 2009, with early
adoption permitted for periods ending after March 15, 2009. Earlier adoption for
periods ending before March 15, 2009, is not permitted. If an entity elects to
adopt early either FSP FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly, or FSP FAS
107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments, the entity also is
required to adopt early this FSP. Additionally, if an entity elects to adopt
early this FSP, it is required to adopt FSP FAS 157-4. This FSP does not require
disclosures for earlier periods presented for comparative purposes at initial
adoption. In periods after initial adoption, this FSP requires comparative
disclosures only for periods ending after initial adoption.




Management
does not believe that any other recently issued, but no yet effective accounting
standards, if currently adopted, would have a material effect on the
accompanying condensed financial statements.




NOTE
3—PUBLIC OFFERING




On March
7, 2008, the Company sold 4,000,000 units in the Offering at a price of $8.00
per unit. On March 31, 2008, the Company consummated the sale of an additional
239,300 units which were subject to the over-allotment option.  Each
unit consists of one of the Company’s ordinary shares, $0.001 par value, and one
warrant.  Each warrant entitles the holder to purchase from the
Company one of the Company’s ordinary shares at an exercise price of $5.00 per
share commencing on the later of: (i) The consummation of the business
combination, or (ii) March 7, 2009.  The warrants will be exercisable
only if the Company continues to provide for an effective registration statement
covering the ordinary shares issueable upon exercise of the
warrants.  In no event will the holder of a warrant be entitled to
receive a net cash settlement or other consideration in lieu of physical
settlement in the Company’s ordinary shares.


9




The
warrants expire on March 7, 2013, unless earlier redeemed.  The
warrants included in the units sold in the Offering are redeemable, at the
Company’s option, in whole and not in part at a price of $0.01 per warrant upon
a minimum of 30 days’ notice after the warrants become exercisable, only in the
event that the last sale price of the ordinary shares exceeds $11.50 per share
for any 20 trading days within a 30-trading day period.




The
purchased warrants are recognized in additional paid-in-capital within
shareholders’ equity since, under the terms of the warrants, the Company cannot
be required to settle or redeem them for cash.




NOTE
4—RELATED PARTY TRANSACTIONS




The
Company has agreed to pay Hambrecht-Eu Capital, a company owned and managed by
the Company’s Chairman of the Board, Chief Financial Officer and Secretary,
$7,500 per month for office space and general and administrative services
including secretarial support commencing on November 15, 2007 and continuing
until (i) the consummation by the Company of a business combination (as
described in Note 1), (ii) 18 months from commencement of the Offering if the
Company does not effect a Business Combination, (iii) 24 months from the
consummation of the Offering if a letter of intent, agreement in principle or
definitive agreement, has been executed within 18 months of commencement of the
Offering and the Company has not effected a business combination, or (iv) 36
months from the consummation of the Offering if an extension has been approved
by the Company’s shareholders under certain circumstances.




AEX
Enterprises Limited, W.R. Hambrecht + Co., LLC and the Hambrecht 1980 Revocable
Trust, companies controlled by Elizabeth R. Hambrecht, wife of Robert Eu, one of
the Company’s founders and the Company’s Chairman, Chief Financial Officer and
Secretary and William R. Hambrecht, Robert Eu’s father-in-law, Shea Ventures
LLC, a company controlled by Edmund H. Shea Jr. and Marbella Capital Partners
Ltd., a company controlled by John Wang, our Chief Executive Officer, purchased
an aggregate of 1,550,000 warrants at a price of $1.00 per warrant ($1,550,000
in the aggregate) in a private placement immediately prior to the initial public
offering (“private placement warrants”). Elizabeth R. Hambrecht owns
approximately 25% and William R. Hambrecht controls (through a trust of which he
is trustee) approximately 38% of the voting shares of AEX Enterprises Limited.
William Hambrecht is a controlling person of W.R. Hambrecht + Co., LLC and is
the trustee of the Hambrecht 1980 Revocable Trust. The proceeds from the sale of
the private placement warrants were added to the proceeds from this Offering to
be held in the Trust Account pending the Company’s consummation of a Business
Combination. If the Company does not complete a Business Combination that meets
the criteria described in the Offering, then the $1,550,000 purchase price of
the private placement warrants will become part of any liquidating distribution
to the Company’s public shareholders following the Company’s liquidation and
dissolution and the private placement warrants will expire
worthless.




The
private placement warrants will be non-redeemable so long as they are held by
the original holders of the warrants, the pre-initial public offering
shareholder and director or their permitted transferees. In addition, pursuant
to the registration rights agreement, the holders of the private placement
warrants and the underlying ordinary shares will be entitled to certain
registration rights immediately after the consummation of the initial business
combination and the warrants may be exercised on a cashless basis if held by the
original holder, the pre-initial public offering shareholder and director or
their permitted transferees. With those exceptions, the private placement
warrants have terms and provisions that are otherwise identical to those of the
warrants being sold as part of the units in this Offering.




The sale
of private placement warrants did not result in the recognition of stock-based
compensation expense because the private placement warrants were sold at or
above fair market value.




AEX
Enterprises Limited, W.R. Hambrecht + Co., LLC, the Hambrecht 1980 Revocable
Trust, Shea Ventures LLC and Marbella Capital Partners Ltd. have agreed, subject
to certain exceptions, not to transfer, assign or sell any of its private
placement warrants until after the Company consummates a Business Combination.
However, prior to the consummation of a business combination, the original
holders of the warrants will be permitted to transfer their private placement
warrants in certain limited circumstances, such as to the Company’s officers and
directors, and other persons or entities associated with such persons, but the
transferees receiving such private placement warrants will be subject to the
same sale restrictions imposed on such entity.


10




Robert
Eu, one of the Company’s founders, had provided to the Company advances totaling
approximately $282,000 to pay a portion of the expenses of the Offering for the
SEC registration fee, FINRA registration fee, and accounting and legal fees and
expenses. The note was payable on demand with interest at 4% per annum. The
note, plus interest of approximately $5,000, was repaid out of the proceeds of
the Offering on March 12, 2008.




NOTE
5—FAIR VALUE MEASUREMENTS




Effective
January 1, 2008, the Company adopted SFAS No. 157, Fair Value Measurement , or
SFAS 157, for its financial assets and liabilities that are re-measured and
reported at fair value at each reporting period, and non-financial assets and
liabilities that are re-measured and reported at fair value at least
annually.




The
adoption of SFAS 157 to the Company’s financial assets and liabilities that are
re-measured and reported at fair value at each reporting period did not have an
impact on the Company’s financial position, results of operations, or cash
flows.




The
following table presents information about the Company’s assets and liabilities
that are measured at fair value on a recurring basis as of March 31, 2009, and
indicates the fair value hierarchy of the valuation techniques the Company
utilized to determine such fair value. In general, fair values determined by
Level 1 inputs utilize quoted prices (unadjusted) in active markets for
identical assets or liabilities. Fair values determined by Level 2 inputs
utilize data points that are observable such as quoted prices, interest rates
and yield curves. Fair values determined by Level 3 inputs are unobservable data
points for the asset or liability, and includes situations where there is
little, if any, market activity for the asset or liability :





Fair Value of Financial Assets as of March 31, 2009Description
              
              March 31, 2009
              
              
              Quoted Prices in
                Active Markets
                (Level 1)
              
              
              Significant Other
                Observable
                Inputs
                (Level 2)
              
              
              Significant
                Unobservable
                Inputs
                (Level 3)Assets:Cash
      equivalents
              
              $
              77,187
              
              
              $
              77,187
              
              
              $
              —
              
              
              $
              —Cash
      equivalents held in Trust Account
              
              
              33,818,127
              
              
              
              33,818,127
              
              
              
              —
              
              
              
              —Total
              
              $
              33,895,314
              
              
              
              33,895,314
              
              
              $
              —
              
              
              $
              —





Fair Value of Financial Assets as of December 31, 2008Description
              
              December 31,
                2008
              
              
              Quoted Prices in
                Active Markets
                (Level 1)
              
              
              Significant Other
                Observable
                Inputs
                (Level 2)
              
              
              Significant
                Unobservable
                Inputs
                (Level 3)Assets:Cash
      equivalents
              
              $
              100,312
              
              
              $
              100,312
              
              
              $
              —
              
              
              $
              —Cash
      equivalents held in Trust Account
              
              
              33,798,651
              
              
              
              33,798,651
              
              
              
              —
              
              
              
              —Total
              
              $
              33,898,963
              
              
              
              33,898,963
              
              
              $
              —
              
              
              $
              —




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




NOTE
6— COMMITMENTS AND UNDERWRITERS’ COMPENSATION




The
Company consummated its Offering on March 12, 2008 and paid to the underwriters
a $1,120,000 underwriting  fee, representing 3.5% of the gross
proceeds, and is committed to pay up to an additional $1,120,000, currently held
in the Trust Account, representing an additional deferred underwriting fee of
3.5%, payable upon the Company’s consummation of a Business
Combination.


11




On March
31, 2008, the underwriters exercised their over-allotment option and purchased
from the Company an additional 239,300 units.  The Company paid to the
underwriters a $67,004 underwriting discount, representing 3.5% of the
over-allotment gross proceeds, and is committed to pay up to an additional
$67,004, currently held in the Trust Account, representing an additional
deferred underwriting discount of 3.5%, payable upon the Company’s consummation
of a Business Combination.




The
Company also issued and sold to the underwriters, as additional compensation, on
the closing date an option to purchase up to an aggregate of 280,000 units for
an aggregate purchase price of $100. The Option shall be exercisable, in whole
or in part, commencing on the later of the consummation of a Business
Combination or six months from March 7, 2008 and expiring on March 7, 2013 at an
initial exercise price of $10.00 per Unit.




The
Company has determined based upon a Black-Scholes-Merton option pricing model,
that the estimated fair value of the option on the date of sale would be
approximately $3.36 per unit or an aggregate of approximately $941,000, assuming
an expected term of five years, volatility of 51.51% and a risk-free interest
rate of 3.38%. Given the parameters used in the computation of the value of the
option change over time, the actual fair value of the option on the date of sale
is expected to be different from the estimated fair value computed
above.




The
volatility calculation of 51.51% is based on the five year average prior to the
Offering, volatility of 62 companies drawn from the Shanghai Stock Exchange
Composite Index that had market capitalizations between $70 million and $150
million. Because the Company did not have a trading history, the Company
estimated the potential volatility of its ordinary share price, which will
depend on a number of factors which could not be ascertained at the time. The
Company used the annualized volatility of the historical volatilities for a
period of time equal in length to the term of the option because the Company
believes that the volatility of these companies is a reasonable benchmark to use
in estimating the expected volatility for the Company’s ordinary share
post-Business Combination. Although an expected life of five years was taken
into account for purposes of assigning value to this option, if the Company does
not consummate a Business Combination within the prescribed time period and
liquidates, this option would become worthless.




Pursuant
to Rule 2710(g)(1) of FINRA Conduct Rule, the option to purchase 280,000 units
is deemed to be underwriting compensation and therefore upon exercise, the
underlying shares and warrants are subject to a 180-day lock-up. Additionally,
the option may not be sold, transferred, assigned, pledged or hypothecated for a
one-year period (including the foregoing 180-day period) following the date of
the Proposed Offering.




NOTE7
— GOING CONCERN ISSUES




The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully complete a business combination within 18 months after
consummation of the initial public offering on March 7, 2008 (or within 24
months (or 36 months if the extension of an additional 12 months is approved by
shareholders) from the consummation of this offering if a letter of intent,
agreement in principle or definitive agreement has been executed within 18
months after consummation of the initial public offering and the business
combination has not yet been consummated within such 18 month period or by the
expiration of the extended period). The accompanying financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern and is required to liquidate.




Pursuant
to our articles of association, upon the expiration of the 18, 24 or 36 month
time period, as applicable, our purposes and powers will be limited to
dissolving, liquidating and winding up. Also contained in our articles of
association is the requirement that our board of directors, to the fullest
extent permitted by law, consider a resolution to dissolve our company at that
time. Consistent with such obligations, our board of directors will seek
shareholder approval for any such plan of distribution, and our pre-initial
public offering shareholders and directors have agreed to vote in favor of such
dissolution and liquidation. This provision will be amended only in connection
with, and upon consummation of, its initial business combination by such
date.




12




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




Forward
Looking Statements




This
Quarterly Report on Form 10-Q includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. We have based these
forward-looking statements on our current expectations and projections about
future events. These forward-looking statements are subject to known and unknown
risks, uncertainties and assumptions about us that may cause our actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
the negative of such terms or other similar expressions. Factors that might
cause or contribute to such a discrepancy include, but are not limited to, those
described in our other Securities and Exchange Commission filings. The following
discussion should be read in conjunction with our Financial Statements and
related Notes thereto included elsewhere in this report.




Overview




We are a
blank check company formed under the laws of the Cayman Islands on July 18,
2007. We were formed to acquire one or more operating businesses through a
merger, stock exchange, asset acquisition or similar business combination or
control through contractual arrangements having its primary operations in the
People’s Republic of China, or PRC. We will not seek to acquire a business with
its primary operations outside of the PRC. We do not have any specific business
combination under current consideration, though we have had discussions with
several potential target businesses regarding a possible business
combination.




If we do
not consummate a business combination by September 12, 2009, but have entered
into a letter of intent or definitive agreement with respect to a business
combination before such date, we will have until March 12, 2010, in which to
consummate a business combination. However if we anticipate that we will not be
able to consummate a business combination by March 12, 2010, we may seek
shareholder approval to extend the period of time to consummate a business
combination until March 12, 2011. In order to extend the period of March 12,
2011, (i) public shareholders must approve the extension and (ii) public
shareholders owning no more than one share less than 30% of the shares sold in
this offering may have exercised their redemption rights.




Results
of Operations for the Three Month Period ended March 31, 2009




We
reported a net loss of $4,369 for the three-month period ended March 31, 2009
due to a decrease in the interest earned on the Trust Account which did not
exceed our expenses for the period. Until we enter into a business combination,
we will not have any operating revenues.




Overall,
for the quarter ended March 31, 2009, we incurred $12,501 of insurance expense
from the amortization of our pre-paid D&O insurance policy, $22,500 of rent
expense and other operating costs of $22,744.




For the
three months ended March 31, 2009, our Trust Account earned interest of
approximately $54,000.




Results
of Operations for the Three Month Period ended March 31, 2008




We
incurred a net loss of $12,212 for the three-month period ended March 31, 2008.
Until we enter into a business combination, we will not have
revenues.




Overall,
for the quarter ended March 31, 2008, we incurred $4,167 of insurance expense
from the amortization of our pre-paid D&O insurance policy, $22,500 of rent
expense and other operating costs of $822.




13




For the
three months ended March 31, 2008, our trust account earned interest of $22,000
and our funds outside of the trust account had not yet began to earn interest
income.




Liquidity
and Capital Resources




On March
7, 2008,  we completed a private placement of 1,550,000 warrants to
AEX Enterprises Limited, a company controlled by Elizabeth R. Hambrecht, wife of
Robert Eu, one of our founders and our Chairman, Chief Financial Officer and
Secretary, and William R. Hambrecht, Robert Eu’s father-in-law, W.R. Hambrecht +
Co., LLC and the Hambrecht 1980 Revocable Trust, each an entity controlled by
William Hambrecht, Shea Ventures LLC, a company controlled by Edmund H. Shea
Jr., and Marbella Capital Partners Ltd., a company owned by John Wang, our Chief
Executive Officer, and received net proceeds of $1,550,000. On March 12, 2008,
we consummated our initial public offering of 4,000,000 units. On March 31,
2008, the underwriters of our initial public offering exercised their
over-allotment option , for a total of an additional 239,300 units (over and
above the 4,000,000 units sold in the initial public offering) for an aggregate
offering of 4,239,300 units. Each unit in the public offering consisted of one
share of common stock and one redeemable common stock purchase warrant. Each
warrant entitles the holder to purchase from us one share of our common stock at
an exercise price of $5.00. Our common stock and warrants started trading
separately as of April 9, 2008.




The net
proceeds from the sale of our warrants and units, after deducting certain
offering expenses of approximately $2,784,873, including underwriting discounts
of approximately $2,374,008, were approximately $32,679,527. Approximately
$33,527,396 of the proceeds from the initial public offering and the private
placement was placed in a trust account for our benefit. The trust account
contains $1,187,004 of the underwriter’s compensation which will be paid to them
only in the event of a business combination. The remaining $339,135 will not be
held in the trust account. Except for up to $700,000 (plus up to and additional
$350,000 if approved by our shareholders in connection with the extension of the
period in which we must complete our initial business combination to March 12,
2011) in interest that is earned on the funds contained in the trust account
that may be released to us to be used as working capital, we will not be able to
access the amounts held in the trust until we consummate a business combination.
The amounts held outside of the trust account are available to be used by us to
provide for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses. From July 18,
2007 (the date of our inception) through March 31, 2009, we had operating
expenses of $346,868. From January 1, 2009 through March 31, 2009, we had
operating expenses of $57,745. The net proceeds deposited into the trust fund
remain on deposit in the trust account earning interest. Other than $700,000 (or
$1,050,000 if approved by our shareholders) in interest which we may use to fund
working capital, the amounts held in the trust account may only be used by us
upon the consummation of a business combination. As of December 31, 2008, we had
33,798,651 held in the trust account and as of March 31, 2009 there was
$33,818,127 held in the trust account, which includes deferred underwriting fees
of $1,187,004. Additionally, as of March 31, 2009, we had $77,187 outside the
trust account to fund our working capital requirements. Through March 31, 2009,
approximately $274,000 of interest earned on the trust account balance has been
released to the company.




We will
use substantially all of the net proceeds of our initial public offering to
acquire one or more target businesses, and will use a portion of the interest
earned on the trust account together with the funds not held in trust to
identify and evaluate prospective target businesses, to select one or more
target businesses, and to structure, negotiate and consummate the business
combination. We do not believe we will need to raise additional funds following
our initial public 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 were required to
consummate a business combination. Such debt securities may include a working
capital revolving debt facility or a longer term debt facility. Subject to
compliance with applicable securities laws, we would only consummate such
financing simultaneously with the consummation of a business
combination.




Commencing
on November 15, 2007, we began incurring a fee of approximately $7,500 per month
for office space.




Off-Balance
Sheet Arrangements




We have
never entered into any off-balance sheet financing arrangements and have never
established any special purpose entities. We have not guaranteed any debt or
commitments of other entities or entered into any options on non-financial
assets.




14




Contractual
Obligations




We do not
have any long term debt, capital lease obligations, operating lease obligations,
purchase obligations or other long term liabilities.




ITEM
3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK




Market
risk is the sensitivity of income to changes in interest rates, foreign
exchanges, commodity prices, equity prices, and other market-driven rates or
prices. We are not presently engaged in and, if a suitable business target is
not identified by us prior to the prescribed liquidation date of the trust fund,
we may not engage in, any substantive commercial business. Accordingly, we are
not and, until such time as we consummate a business combination, we will not
be, exposed to risks associated with foreign exchange rates, commodity prices,
equity prices or other market-driven rates or prices. The net proceeds of our
initial public offering held in the trust fund have been invested only in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940. Given our limited risk in our exposure to money
market funds, we do not view the interest rate risk to be
significant.




ITEM
4T.  CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures




An
evaluation of the effectiveness of our disclosure controls and procedures as of
March 31, 2009 was made under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer.
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures are effective as
of the end of the period covered by this report.




Disclosure
controls and procedures are designed to ensure that information required to be
disclosed by us in reports that we file or submit under the Securities Exchange
Act of 1934 is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and
forms.




Changes
in Internal Control over Financial Reporting




During
the most recently completed fiscal quarter, there has been no significant 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.




Compliance
with Section 404 of the Sarbanes-Oxley Act of 2002




Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act), beginning with our
Annual Report on Form 10-K for the fiscal year ending December 31, 2009, we will
be required to furnish a report by our management on our internal control over
financial reporting. This report will contain, among other matters, an
assessment of the effectiveness of our internal control over financial reporting
as of the end of our fiscal year, including a statement as to whether or not our
internal control over financial reporting is effective. This assessment must
include disclosure of any material weaknesses in our internal control over
financial reporting identified by management. If we identify one or more
material weaknesses in our internal control over financial reporting, we will be
unable to assert that our internal control over financial reporting is
effective. This report will also contain a statement that our independent
registered public accountants have issued an attestation report on management’s
assessment of such internal controls and conclusion on the operating
effectiveness of those controls.




Management
acknowledges its responsibility for internal controls over financial reporting
and seeks to continually improve those controls. In order to achieve compliance
with Section 404 of the Act within the prescribed period, we are currently
performing the system and process documentation and evaluation needed to comply
with Section 404, which is both costly and challenging. We believe our process,
which will begin in 2008 and continue in 2009 for documenting, evaluating and
monitoring our internal control over financial reporting is consistent with the
objectives of Section 404 of the Act.




15




PART
II - OTHER INFORMATION




ITEM
1A.  RISK FACTORS




We are
not required to respond to this item because we are a smaller reporting
company.




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




Use
of Proceeds




On March
7, 2008, we completed a private placement of 1,550,000 warrants. On March 12,
2008, we consummated our initial public offering of 4,000,000 units. On March
31, 2008, the underwriters of our initial public offering exercised their
over-allotment option for a total of an additional 239,300 units (over and above
the 4,000,000 units sold in the initial public offering) for an aggregate
offering of 4,239,300 units. Each unit consists of one share of common stock and
one redeemable common stock purchase warrant. Each warrant entitles the holder
to purchase from us one share of our common stock at an exercise price of $5.00.
The units were sold at an offering price of $8.00 per unit and the warrants we
sold at an offering price of $1.00 per warrant, generating total gross proceeds
of $35,464,400. Broadband Capital Management LLC acted as lead underwriter. The
securities sold in our initial public offering were registered under the
Securities Act of 1933 on a registration statement on Form S-1 (No. 333-146147).
The Securities and Exchange Commission declared the registration statement
effective on March 7, 2008.




We
incurred a total of $2,374,008 in underwriting discounts and commissions, of
which $1,187,004 has been placed in the trust account. Such portion of the
underwriter’s compensation will only be paid to the underwriters in the event
that we consummate a business combination. The total expenses in connection with
the sale of our warrants in the private placement and the initial public
offering were $2,784,873.




After
deducting the underwriting discounts and commissions and the offering expenses,
the total net proceeds to us from the private placement and the initial public
offering were approximately $32,679,527. Approximately $33,527,396 (or
approximately $7.91 per unit sold in our initial public offering) of the
proceeds from the initial public offering and the private placement was placed
in a Trust Account for our benefit and the remaining proceeds are available to
be used to provide for business, legal and accounting due diligence on
prospective business combinations and continuing general and administrative
expenses. The Trust Account contains $1,187,004 of the underwriter’s
compensation which will be paid to them only in the event of a business
combination. The amounts held in the trust account may only be used by us upon
the consummation of a business combination, except that we may use up to
$700,000 (or $1,050,000 if approved by our shareholders) of the interest earned
on the trust account to fund our working capital prior to a business
combination. As of March 31, 2009, there was  $
33,818,127  held in the trust account, which includes deferred
underwriting fees of $1,187,004.  Through March 31, 2009,
approximately $274,000 of interest earned on the trust account balance has been
released to the company.




ITEM
3.  EXHIBITS





Exhibit No.
              
              Description31.1
              
              Certification
      of the Chief Executive Officer (Principal Executive Officer) pursuant to
      Rule 13a-14(a) of the Securities Exchange Act, as
      amended.31.2
              
              Certification
      of the Chief Financial Officer (Principal Financial and Accounting
      Officer) pursuant to rule 13A-14(a) of the Securities Exchange Act, as
      amended.32.1
              
              Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 .


16




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.





HAMBRECHT
      ASIA ACQUISITION CORP.May
      14, 2009
                    By:
                    /s/ John WangJohn
      WangChief
      Executive Officer, President and
                      Director
                      (Principal
      Executive
Officer)





May
      14, 2009
              By:
              /s/ Robert J. EuRobert
      J. EuChairman
      of the Board, Chief Financial
                Officer,
      Secretary and Director
                (Principal
      Financial and Accounting
                Officer)


17




Exhibit
Index





Exhibit No.
              
              Description31.1
              
              Certification
      of the Chief Executive Officer (Principal Executive Officer) pursuant to
      Rule 13a-14(a) of the Securities Exchange Act, as
      amended.31.2
              
              Certification
      of the Chief Financial Officer (Principal Financial and Accounting
      Officer) pursuant to rule 13A-14(a) of the Securities Exchange Act, as
      amended.32.1
              
              Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 .


18