**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
                1934For
                the quarterly period ended March 31,
                2008.




or


 ̈
            Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934For
                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  ̈         
      No x


Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange. (Check
      one):




Large
                Accelerated Filer ̈
            Accelerated
                Filer ̈
            Non-Accelerated
                Filer ̈
            Smaller
                Reporting Companyx




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




There
      were 5,299,126 shares of the Registrant’s common stock issued and outstanding as
      of May 14, 2008.












**Hambrecht
      Asia** **Acquisition
      Corp.**


**Index
      to Form 10-Q**





**Part
                I.**
            **Financial
                Information**Item
                1. Condensed Financial Statements
            2Condensed
                Balance Sheets
            2Condensed
                Statements of Operations
            3Condensed
                Statement of Shareholders’
                Equity
            4Condensed
                Statement of Cash Flows
            5Notes
                to Condensed Financial Statements (unaudited)
            6Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            12Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            13Item
                4T. Controls and Procedures
            13**Part
                II.**
            **Other
                Information**Item
                1. Legal Proceedings
            15Item
                1A. Risk Factors
            15Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            15Item
                3. Defaults Upon Senior Securities
            16Item
                4. Submission of Matters to a Vote of Security Holders
            16Item
                5. Other Information
            16Item
                6. Exhibits
            16SIGNATURES
            17









**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS.**




**Hambrecht
      Asia Acquisition Corp..**


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




**Condensed** **Balance
      Sheets**


**(unaudited)**
                      **March
                        31, 2008**
                  
                  
                  **December
                      31, 2007****ASSETS****Current
                      assets**Cash
                  
                  $
                  101,622
                  
                  $
                  101,671Prepaid
                      expenses
                  
                  
                  145,833
                  
                  
                  183,254**Total
                      current assets**
                  
                  
                  247,455
                  
                  
                  284,925**Other
                      asset**Restricted
                      cash equivalents held in the trust account
                  
                  
                  33,547,396
                  
                  
                  --$
                  33,794,851
                  
                  $
                  284,925**LIABILITIES
                      AND SHAREHOLDERS’ EQUITY****Current
                      liabilities**Accrued
                      expenses and offering costs
                  
                  $
                  68,055
                  
                  $
                  --Loan
                      payable, shareholder
                  
                  
                  --
                  
                  
                  281,661**Total
                      current liabilities**
                  
                  
                  68,055
                  
                  
                  281,661**Long-term
                      liabilities**Deferred
                      underwriting discounts, net of $356,101 subject to
                    forfeiture
                      in the event of possible conversion
                  
                  
                  830,903
                  
                  
                  --**Ordinary
                      shares**,
                      subject to possible redemption, (1,271,788 shares at
                    conversion
                      value of $7.92 per share)
                  
                  
                  10,072,561
                  
                  
                  --**Shareholders’
                      equity**Ordinary
                      shares, $.001 par value, 50,000,000 shares authorized; 5,299,125
                      shares
                      issued and outstanding (which includes 1,271,788 shares subject
                      to
                      possible conversion)
                  
                  
                  5,299
                  
                  
                  1,150Additional
                      paid-in capital
                  
                  
                  22,851,981
                  
                  
                  23,850Deficit
                      accumulated during the development stage
                  
                  
                  (33,948
                  )
                  
                  (21,736
                  )Total
                      shareholders’ equity
                  
                  
                  22,823,332
                  
                  
                  3,264Total
                      liabilities and shareholders’ equity
                  
                  $
                  33,794,851
                  
                  $
                  284,925




*See
      accompanying notes to condensed financial statements.*




2




**Hambrecht
      Asia Acquisition Corp.**


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




**Condensed
      Statements of Operations**


**Period
                    from****For
                    the Three**
                
                **July
                    18, 2007****Months
                    Ended**
                
                **(inception)
                    to****March
                    31, 2008**
                
                **March
                    31, 2008**Revenues
                
                $
                --
                
                $
                --Formation
                    and operating costs
                
                
                27,489
                
                
                49,225Loss
                    from operations
                
                
                (27,489
                )
                
                (49,225
                )Interest
                    income, net
                
                
                15,277
                
                
                15,277Net
                    loss
                
                
                (12,212
                )
                
                (33,948
                )Loss
                    per ordinary share, basic and diluted
                
                $
                (0.01
                )
                $
                (0.04
                )Weighted
                    average number of ordinary shares outstanding, basic and
                    diluted
                
                
                2,218,324
                
                
                1,530,036Loss
                    per ordinary share subject to possible redemption, basic and
                    diluted
                
                $
                0
                
                $
                0Weighted
                    average number of shares
                  subject
                    to possible redemption, basic & diluted
                
                
                274,693
                
                
                87,144




*See
      accompanying notes to condensed financial statements.*




3




**Hambrecht
      Asia Acquisition Corp.**


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




**Condensed
      Statements of Shareholders Equity**


**Ordinary
                  Shares****Shares**
              
              
              **Par
                  Value**
              
              
              **Additional**
                **Paid-in**
                **Capital**
              
              
              **Deficit**
                **Accumulated**
                **During
                  the**
                **Development**
                **Stage**
              
              
              **Total
                  Stockholders’ Equity**Balances
                  at June 18, 2007
              
              
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Sale
                  of units issued to founders on July 18, 2007
              
              
              1,150,000
              
              
              1,150
              
              
              23,850
              
              
              
              
              
              25,000Net
                  lossthrough the period ended December 31, 2007
              
              
              
              
              
              
              
              
              
              
              
              (21,726
              )
              
              (21,726
              )Balances
                  at December 31, 2007
              
              
              1,150,000
              
              $
              1,150
              
              $
              23,850
              
              $
              (21,736
              )
              $
              3,264Proceeds
                  from private placement to initial shareholders
              
              
              
              
              
              
              
              
              1,550,000
              
              
              
              
              
              1,550,000Sale
                  of 4,000,000 units at $8.00 per share, net of underwriters’ discount and
                  offering expenses (1,199,999 shares subject to possible conversion)
                  (unaudited)
              
              
              4,000,000
              
              
              4,000
              
              
              29,550,348
              
              
              
              
              
              29,554,348Sale
                  of 239,300 units at $8.00 per share from partial exercise of underwriters’
                  overallotment option, net of underwriters’ discount and offering expenses
                  (71,789 shares subject to possible conversion) (unaudited)
              
              
              239,300
              
              
              239
              
              
              1,800,344
              
              
              
              
              
              1,800,583Forfeiture
                  of founders shares from partial exercise of underwriters’ overallotment
                  option (unaudited)
              
              
              (90,175
              )
              
              (90
              )
              
              
              
              
              
              
              
              (90
              )Proceeds
                  subject to possible conversion of 1,271,788 shares at a conversion
                  value
                  of $7.92 per share (unaudited)
              
              
              
              
              
              
              
              
              (10,072,561
              )
              
              
              
              
              (10,072,561
              )Net
                  lossthrough the period ended March 31, 2008 (unaudited)
              
              
              
              
              
              
              
              
              
              
              
              (12,212
              )
              
              (33,948
              )Balances
                  at March 31, 2008 (unaudited)
              
              
              5,299,125
              
              $
              5,299
              
              $
              22,851,981
              
              $
              (33,948
              )
              $
              22,823,332




*See
      accompanying notes to condensed financial statements.*




4




**Hambrecht
      Asia Acquisition Corp..**


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




**Condensed
      Statements of Cash Flows**


**(unaudited)**


**Period
                    from****For
                    the Three**
                
                **July
                    18, 2007****Months
                    Ended**
                
                **(inception)
                    to****March
                    31, 2008**
                
                **March
                    31, 2008****Cash
                    Flows from Operating Activities**Net
                    loss
                
                $
                (12,212
                )
                $
                (33,948
                )Adjustments
                    to reconcile net loss to net cash provided by (used in) operating
                    activities:Change
                    in operating assets and liabilities:Accrued
                    expenses
                
                
                68,055
                
                
                68,055Prepaid
                    expenses
                
                
                37,421
                
                
                (145,833
                )Net
                    cash provided by (used in) operating activities
                
                
                73,264
                
                
                (131,726
                )**Net
                    Cash Flows used in Investing Activities,**Cash
                    and cash equivalent held in Trust Account
                
                
                (33,547,396
                )
                
                (33,547,396
                )**Cash
                    Flows from Financing Activities**Proceeds
                    from sale of ordinary shares
                
                
                —
                
                
                25,000Proceeds
                    from shareholder’s note payable
                
                
                —
                
                
                281,661Proceeds
                    from 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
                )Offering
                    expenses of initial public offering (including accrued
                    expenses,
                  less
                    deferred underwriting fees held in trust)
                
                
                (1,728,656
                )
                
                (1,728,656
                )Net
                    cash provided by financing activities
                
                
                33,454,083
                
                
                33,760,744Net
                    increase (decrease) in cash
                
                
                (49
                )
                
                101,622Cash
                    at beginning of the period
                
                
                101,671
                
                
                —Cash
                    at end of the period
                
                $
                101,622
                
                $
                101,622**Supplemental
                    schedule of non-cash financing activities:**Accrual
                    of deferred underwriting fees , net
                
                $
                830,903
                
                $
                830,903Proceeds
                    from initial public offering reclassified to mezzenine debt for
                    ordinary
                    shares subject to possible redemption
                
                $
                10,072,561
                
                $
                10,072,561




*See
      accompanying notes to condensed financial statements.*




5


**Table
      of Contents**





**Hambrecht
      Asia Acquisition Corp.**


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


**Notes
      to Condensed Financial Statements**


**(unaudited)**




**NOTE
        1—ORGANIZATION AND BUSINESS OPERATIONS**
 
 The
        accompanying condensed financial statements as of March 31, 2008 and for
        the
        three month ended March 31, 2008 and July 18, 2007 (inception) to March 31,
        2008, 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
        10 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 the three months ended March 31, 2008 are not
        necessarily indicative of the results of operations to be expected for a
        full
        fiscal year. These condensed financial statements should be read in conjunction
        with the audited financial statements for the year ended December 31, 2007
        as
        reported on the Company's Annual Report on Form 10-K filed with the SEC.
        The
        condensed balance sheet as of December 31, 2007 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 has selected December 31st as its fiscal year
        end.
 
 The
        financial statements as of March 31, 2008 and for the period ended March
        31,
        2008 are unaudited. In the opinion of management, all adjustments (consisting
        of
        normal adjustments) have been made that are necessary to present fairly the
        financial position of the Company as of March 31, 2008, and the results of
        its
        operations for the three month period ended March 31, 2008. Operating results
        for the interim period presented are not necessarily indicative of the results
        to be expected for a full year.
 
 As
        of
        March 31, 2008, the Company had not commenced any operations or generated
        revenues. All activity from the period July 18, 2007 (date of inception)
        through
        March 31, 2008 relates to the Company’s formation and its initial public
        offering described below
 
 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 (“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.
  6
 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, have 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 safeguards 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 Proposed Offering, or 24
        months
        from the consummation of the Proposed Offering if certain extension criteria
        have been satisfied, or 36 months with the extension approved by the
        shareholders, the Company will be dissolved and the proceeds held in the
        Trust
        account, plus certain interest, less certain costs, each as described in
        this
        prospectus 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
        Proposed 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.
  7
 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 common shares sold in the Offering and 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.
 
 **NOTE
        2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
 
 **Foreign
        Currency Translation:**
 
 The
        Company’s reporting currency is the United States (“U.S.”) dollar. Although the
        Company maintains a cash account with a bank in Hong Kong, denominated in
        U.S.
        dollars, its expenditures to date have been and are expected to continue
        to be
        denominated in U.S. dollars. Accordingly, the Company has designated its
        functional currency as the U.S. dollar.
  8
 In
        accordance with SFAS No. 52, “Foreign Currency Translation”, foreign currency
        balance sheets are translated using the exchange rates as of the balance
        sheet
        date, and revenue and expense amounts in the statements of operations are
        translated at the transaction date or the average exchange rate for each
        period.
        The resulting foreign currency translation adjustments are recognized into
        the
        balance sheet as accumulated other comprehensive income/(loss) within
        shareholders' equity.
 
 Foreign
        currency transaction gains and losses will be included in the statement of
        operations as they occur. For the periods presented, there were no local
        currency financial statements and, therefore, no such gains or losses and
        translation adjustments.
  
 **Restricted
        cash equivalents held in the trust account:**
 
 The
        amounts held in the Trust Account represent substantially all of the proceeds
        of
        the Offering and exercise of the 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 US
        government debt securities.
 
 **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 at times,
        may
        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 that qualify as financial
        instruments under SFAS No. 107, “Disclosure About Fair Value of Financial
        Instruments,” approximate the carrying amounts represented in the accompanying
        condensed balance sheets.
 
 **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:**
  9
 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 balance sheet.
 
 **Ordinary
        shares subject to conversion:**
 
 As
        discussed in more detail 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 conversion rights thereby
        receiving their per share interest in the Trust Account. In accordance with
        EITF
        Topic No. D-98, “Classification and Measurement of Redeemable Securities”, the
        Company has classified 1,271,788 shares of its ordinary shares outside of
        permanent equity as “Ordinary shares subject to conversion,” at an initial
        conversion 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.
  **Recent
        accounting pronouncements:**
 
 In
        September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
        No. 157, “ *Fair
        Value Measurements* ”
(“SFAS
        157”). SFAS 157 defines fair value, establishes a framework for measuring fair
        value and expands disclosures about fair value measurements. SFAS 157 applies
        to
        other accounting pronouncements where the FASB requires or permits fair value
        measurements but does not require any new fair value measurements. In February
        2008, FASB issued FASB Staff Position No. 157-2, “ *Effective
        Date of FASB Statement No. 157* ”
(“FSP
        No. 157-2”), which delayed the effective date of SFAS 157 for certain
        non-financial assets and non-financial liabilities to fiscal years beginning
        after November 15, 2008, and interim periods within those fiscal years. The
        Company adopted SFAS 157 for financial assets and liabilities on January
        1,
        2008. SFAS 157 did not have any impact on the Company’s results of operations or
        financial position. The disclosures required under SFAS 157 are set forth
        in
        Note 5.
 
 In
        December 2007, the FASB issued SFAS 141(R), "Business Combinations). SFAS
        141(R)
        provides companies with principles and requirements on how an acquirer
        recognizes and measures in its financial statements the identifiable assets
        acquired, liabilities assumed, and any non-controlling interest in the acquiree
        as well as the recognition and measurement of goodwill acquired in a business
        combination. SFAS 141(R) also requires certain disclosures to enable users
        of
        the financial statements to evaluate the nature and financial effects of
        the
        business combination. Acquisition costs associated with the business combination
        will generally be expensed as incurred. SFAS 141(R) is effective for business
        combinations occurring in fiscal years beginning after December 15, 2008,
        which
        will require the Company to adopt these provisions for business combinations
        occurring in fiscal 2009 and thereafter. Early adoption of SFAS 141(R) is
        not
        permitted.
  10
 In
        February 2007, the FASB issued SFAS No. 159, “ *The
        Fair Value Option for Financial Assets and Financial Liabilities- Including
        an
        amendment of FASB Statement No. 155* ”
(“SFAS
        159”). This statement permits entities to choose to measure selected assets and
        liabilities at fair value. The Company adopted SFAS 159 on January 1, 2008
        resulting in no impact to the Company’s financial condition, results of
        operations or cash flows
 
 In
        December 2007, the FASB issued SFAS No. 160, “ *Noncontrolling
        Interests in Consolidated Financial Statements - An Amendment of ARB No.
        51* ”
(“SFAS
        160”). SFAS 160 requires reporting entities to present noncontrolling (minority)
        interests as equity as opposed to as a liability or mezzanine equity and
        provides guidance on the accounting for transactions between an entity and
        noncontrolling interests. SFAS 160 is effective the first fiscal year beginning
        after December 15, 2008, and interim periods within that fiscal year. SFAS
        160
        applies prospectively as of the beginning of the fiscal year SFAS 160 is
        initially applied, except for the presentation and disclosure requirements
        which
        are applied retrospectively for all periods presented subsequent to adoption.
        The adoption of SFAS 160 will not have a material impact on the Company’s
        results of operations or financial position; however, it could impact future
        transactions entered into by the Company.
  Management
        does not believe that any recently issued, but not yet effective accounting
        standards if currently adopted would have a material effect on the accompanying
        balance sheet
 
 **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 closing of an
        additional 239,300 units which were subject to the over-allotment option.
        Each
        unit consists of one share of the Company’s ordinary shares, $0.001 par value,
        and one warrant. Each warrant will entitle the holder to purchase from the
        Company one share 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 shares of the Company’s ordinary
        shares.
 
 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.
  11
 The
        warrants are classified 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
        (i)
        until 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.
  12
 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 consummate 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.
 
 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.
        In accordance with the provisions of FSP No. FAS 157-2, *Effective
        Date of FASB Statement No. 157,* the
        Company has elected to defer implementation of SFAS 157 as it relates to
        its
        non-financial assets and non-financial liabilities that are recognized and
        disclosed at fair value in the financial statements on a nonrecurring basis
        until January 1, 2009. The Company is evaluating the impact, if any, this
        standard will have on its non-financial assets and liabilities.
  The
        adoption of SFAS 157 to the Company’s financial assets and liabilities and
        non-financial assets and liabilities that are re-measured and reported at
        fair
        value at least annually did not have an impact on the Company’s financial
        results.
  The
        following table presents information about the Company’s assets and liabilities
        that are measured at fair value on a recurring basis as of March 31, 2008,
        and
        indicates the fair value hierarchy of the valuation techniques the Company
        utilized to determine such fair value. In general, fair values determined
        by
        Level 1 inputs utilize quoted prices (unadjusted) in active markets for
        identical assets or liabilities. Fair values determined by Level 2 inputs
        utilize data points that are observable such as quoted prices, interest rates
        and yield curves. Fair values determined by Level 3 inputs are unobservable
        data
        points for the asset or liability, and includes situations where there is
        little, if any, market activity for the asset or liability (in
        millions):
  13
 
 **Description**
              
              **March 31,**
                **2008**
              
              **Quoted Prices in**
                **Active
                  Markets**
                **(Level
                  1)**
              
              **Significant Other**
                **Observable Inputs**
                **(Level 2)**
              
              **Significant**
                **Unobservable**
                **Inputs**
                **(Level 3)**Assets:Cash
                  equivalents
              
              $
              
              
              
              0.1
              
              $
              
              
              
              0.1
              
              $
              
              
              
              —
              
              $
              
              
              
              —Cash
                  and cash equivalents held in trust
              
              
              
              
              
              33.5
              
              
              
              
              
              33.5
              
              
              
              
              
              —
              
              
              
              
              
              —Total
              
              $
              
              
              
              33.6
              
              $
              
              
              
              33.6
              
              $
              
              
              
              —
              
              $
              
              
              
              —
  The
        fair
        values of the Company’s cash equivalents and cash and cash equivalents held in
        the Trust Account are determined through market, observable and corroborated
        sources.
  The
        carrying amounts reflected in the consolidated balance sheets for other current
        assets and accrued expenses approximate fair value due to their short-term
        maturities.
  
 **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 discount 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 discount
        fee of
        3.5%, payable upon the Company’s consummation of a Business Combination.
 
 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 on the closing date an option,
        as an additional compensation 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.
  14
 The
        Company has determined based upon a Black-Scholes- Merton option pricing
        formula, 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 latest five year average
        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 does 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 cannot be ascertained at this 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.


15




**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 30.0% of the shares sold
      in
      this offering may have exercised their redemption rights.




**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 .




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, the 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.




16




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 December 31, 2007, we had operating
      expenses of $21,737and deferred offering costs of $183,253. From January 1,
      2008
      through March 31, 2008, we had operating expenses of $27,489 and offering costs
      of $1,478,170. 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, 2007, we had no
      amount held in the trust account and as of March 31, 2008 there was
      approximately $33,537,396 held in the trust account, which includes deferred
      underwriting fees of 1,187,004. Additionally, as of March 31, 2008, we have
      approximately $101,622 outside the trust account to fund our working capital
      requirements.




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.




**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**




An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      March 31, 2008 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 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. 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.




17




**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.




18




**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




None.




**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**




**Recent
      Sales of Unregistered Securities**




On
      July
      18, 2007, John Wang, Robert J. Eu and Stephen N. Cannon purchased an aggregate
      of 1,150,000 of our ordinary shares (including up to 150,000 ordinary shares
      subject to cancellation by the company to the extent that the underwriters
      do
      not exercise their over-allotment option) for an aggregate purchase price of
      $25,000. Mr. Cannon subsequently transferred all of the shares he purchased
      to
      the Cannon Family Irrevocable Trust, of which Mr. Cannon is the sole trustee.




On
      February 21, 2008, John Wang, Robert Eu and the Cannon Family Irrevocable Trust
      transferred an aggregate of 463,334 shares to W.R. Hambrecht + Co., LLC, Shea
      Ventures LLC, Marbella Capital Partners Ltd., AEX Enterprises Limited and the
      Hambrecht 1980 Revocable Trust, each of which entities is an accredited investor
      for an aggregate purchase price of 10,193.35 or $0.022 per share. Following
      the
      underwriters’ partial exercise of the over-allotment option on March 31, 2008,
      each of Robert J. Eu, Cannon Family Irrevocable Trust and WR Hambrecht + Co.,
      LLC returned 30,058 shares (an aggregate of 90,174 shares) to the company for
      cancellation.




On
      March
      7, 2008, the 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. We refer to the
      warrants sold in this private placement as the private placement warrants.
      The
      private placement warrants have terms and provisions that are substantially
      similar to the warrants included in the units sold in our initial public
      offering, except that these warrants are not be transferable or salable by
      the
      original purchasers of the warrants or their permitted transferees until we
      consummate a business combination, are non-redeemable so long as the original
      purchasers of the warrants or their permitted transferees hold such warrants
      and
      may be exercised on a cashless basis if held by the original holder, the
      pre-initial public shareholders and directors or their permitted transferees.
      The securities were sold in reliance on the exemption from registration
      contained in Section 4(2) of the Securities Act since they were sold to
      sophisticated, wealthy individuals. No underwriting discounts or commissions
      were paid with respect to such securities. No expenses of the offering were
      paid
      to any of our directors or officers or any of their respective affiliates.
      We
      did, however, repay Robert Eu, our Chairman, Chief Financial Officer and
      Secretary, for amounts due under a $290,000 revolving credit line he provided
      to
      us to pay the expenses of our initial public offering. As of March 12, 2008,
      we
      repaid this revolving credit line in full. Advances under the line of credit
      bore interest at a rate of 4% per year. The aggregate amount of principal and
      interest repaid on such revolving line of credit was $286,369, including $4,708
      in interest expense.




On
      February 27, 2008, we sold options to purchase up to an aggregate of 280,000
      units to the representative of the underwriter (and certain of its affiliates)
      in our initial public offering for an aggregate of $100. The exercise price
      per
      unit is $10.00, and each unit consists of one share of common stock and a
      warrant to purchase one share of common stock, exercisable at $5.00 per share.
      The securities were sold in reliance on the exemption from registration
      contained in Section 4(2) of the Securities Act since they were sold to the
      underwriters in our initial public offering. No underwriting discounts or
      commissions were paid with respect to such securities.




19




**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, 2008, there was approximately $33,527,396 held
      in
      the trust account, which includes deferred underwriting fees of
      $1,187,004.




Overall,
      for the quarter ended March 31, 2008, we incurred $ 4,167 of insurance expense, $ 22,500 of rent expense and other operating costs of $ 822 .




**Repurchases
      of Equity Securities**




None




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None.




**ITEM
      5. OTHER INFORMATION**




None.




**ITEM
      6. 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 .




20




**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
                15, 2008
            By:
            /s/ John
                WangJohn
                WangChief
                Executive Officer, President and Director
              (Principal
                Executive Officer)





May
                15, 2008
            By:
            /s/ Robert
                J. EuRobert
                J. EuChairman
                of the Board, Chief Financial Officer, Secretary and Director
              (Principal
                Financial and Accounting Officer)




21




**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 .




22