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
September 30, 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. YesxNo ̈




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 ̈No x




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 November 10, 2009.





Explanatory
Note





On
September 4, 2009 Hambrecht Asia Acquisition Corp. (the "Company") issued a
press release and filed a Form 6-K indicating that it had determined that it
qualified as a foreign private issuer as defined under the Securities and
Exchange Act of 1934, as amended. The Company has been advised that it currently
does not qualify as a foreign private issuer, and accordingly is filing this
quarterly report on Form 10-Q.
  In the
near future, the Company plans to change its fiscal year end to June 30 and will
file a transition report with respect to such change. After such change of
fiscal year, the Company will be considered a foreign private issuer after
completion of its second fiscal quarter, which will end on December 31,
2009.





Hambrecht
Asia Acquisition Corp.


(a
corporation in the development stage)




Index
to Form 10-Q







Part
      I.
              Financial
      InformationItem
      1. Condensed Financial StatementsCondensed  Balance
      Sheets
              1Condensed  Statements
      of Operations
              2Condensed  Statements
      of Shareholders’ Equity
              3Condensed  Statements
      of Cash Flows
              4Notes
      to Condensed Interim Financial Statements
              5-11Item
      2. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
              12-13Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
              14Item
      4T. Controls and Procedures
              14Part
      II.
              Other
      InformationItem
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
              15Item
      6. Exhibits
              15SIGNATURESCERTIFICATIONS







PART
I - FINANCIAL INFORMATION




ITEM
1.  CONDENSED FINANCIAL STATEMENTS




Hambrecht
Asia Acquisition Corp.


(a
corporation in the development stage)




Condensed
Balance Sheets (unaudited)







September 30,
                    2009
                  
                  
                  December 31,
                    2008ASSETS
                  
                  (unaudited)Current
      assetsCash
                  
                  $
                  34,273
                  
                  
                  $
                  100,312Prepaid
      expenses and other current asset
                  
                  
                  82,564
                  
                  
                  
                  108,330Total
      current assets
                  
                  
                  116,837
                  
                  
                  
                  208,642Other
      assetCash
      equivalents held in the Trust Account
                  
                  
                  33,848,840
                  
                  
                  
                  33,798,651Total
    assets
                  
                  $
                  33,965,677
                  
                  
                  $
                  34,007,293LIABILITIES
      AND SHAREHOLDERS’ EQUITYCurrent
      liabilitiesAccrued
      expenses
                  
                  $
                  159,236
                  
                  
                  $
                  31,780Long-term
      liabilitiesDeferred
      underwriting fees, net of $356,101 subject to
                    forfeiture
      in the event of possible redemption
                  
                  
                  830,903
                  
                  
                  
                  830,903Ordinary shares, subject
      to possible redemption, (1,271,788 shares at
                    redemption
      value of $7.92 per share)
                  
                  
                  10,072,561
                  
                  
                  
                  10,072,561CommitmentsShareholders’
      equityOrdinary
      shares, $.001 par value, 50,000,000 shares authorized; 5,299,125 shares
      issued and outstanding as of September 30, 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
                  
                  
                  
                  22,851,981Retained
      earnings
                  
                  
                  45,697
                  
                  
                  
                  214,769Total
      shareholders’ equity
                  
                  
                  22,902,977
                  
                  
                  
                  23,072,049Total
      liabilities and  shareholders’ equity
                  
                  $
                  33,965,677
                  
                  
                  $
                  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 (unaudited)





For the Nine
                  
                  
                  
                  
                  
                  For the Three
                  
                  
                  For the periodFor the Nine
                  
                  
                  Months Ended
                  
                  
                  For the Three
                  
                  
                  Months Ended
                  
                  
                  From July 18, 2007Months Ended
                  
                  
                  September 30,
                  
                  
                  Months Ended
                  
                  
                  September 30,
                  
                  
                  (inception) toSeptember 30, 2009
                  
                  
                  2008
                  
                  
                  September 30, 2009
                  
                  
                  2008
                  
                  
                  September 30, 2009Revenues
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —
                  
                  
                  $
                  —Formation
      and administrative costs
                  
                  
                  288,688
                  
                  
                  
                  248,036
                  
                  
                  
                  103,818
                  
                  
                  
                  91,353
                  
                  
                  
                  577,811Loss
      from operations
                  
                  
                  (288,688
                  )
                  
                  
                  (248,036
                  )
                  
                  
                  (103,818
                  )
                  
                  
                  (91,353
                  )
                  
                  
                  (577,811
                  )Interest
      income, net
                  
                  
                  119,616
                  
                  
                  
                  346,594
                  
                  
                  
                  22,423
                  
                  
                  
                  178,461
                  
                  
                  
                  623,508Net
      income (loss)
                  
                  
                  (169,072
                  )
                  
                  
                  98,558
                  
                  
                  
                  (81,395
                  )
                  
                  
                  87,108
                  
                  
                  
                  45,697Weighted
      average number of ordinary shares subject  to possible
      redemption, basic  and diluted
                  
                  
                  1,271,788
                  
                  
                  
                  963,873
                  
                  
                  
                  1,271,788
                  
                  
                  
                  1,271,788
                  
                  
                  
                  793,378Income
      (loss) per ordinary share subject to possible redemption, basic and
      diluted
                  
                  $
                  (0.13
                  )
                  
                  $
                  0.10
                  
                  
                  $
                  (0.06
                  )
                  
                  $
                  0.06
                  
                  
                  $
                  0.06Weighted
      average number of ordinary shares outstanding (not subject to possible
      redemption) , basic
                  
                  
                  4,027,337
                  
                  
                  
                  4,296,453
                  
                  
                  
                  4,027,337
                  
                  
                  
                  5,299,125
                  
                  
                  
                  3,193,248Income
      (loss) per ordinary share not subject to possible redemption,
      basic
                  
                  $
                  (0.04
                  )
                  
                  $
                  0.02
                  
                  
                  $
                  (0.02
                  )
                  
                  $
                  0.02
                  
                  
                  $
                  0.01Weighted
      average number of ordinary shares outstanding (not subject to possible
      redemption), diluted
                  
                  
                  4,027,337
                  
                  
                  
                  5,933,652
                  
                  
                  
                  4,027,337
                  
                  
                  
                  7,485,119
                  
                  
                  
                  4,485,273Income
      (loss) per ordinary share not subject to  possible redemption,
      diluted
                  
                  $
                  (0.04
                  )
                  
                  $
                  0.02
                  
                  
                  $
                  (0.02
                  )
                  
                  $
                  0.01
                  
                  
                  $
                  0.01




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 September 30, 2009







Ordinary Shares
              
              
              Additional
                  Paid-in
              
              
              Earnings
                (Deficit)
                  Accumulated
                  During the
                  Development
              
              
              Total
                  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
      loss (unaudited)
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (169,072
              )
              
              
              (169,072
              )Balances
      at September 30, 2009 (unaudited)
              
              
              5,299,125
              
              
              $
              5,299
              
              
              $
              22,851,981
              
              
              $
              45,697
              
              
              $
              22,902,977




See
accompanying notes to condensed interim  financial
statements.


3


Hambrecht
Asia Acquisition Corp.


(a
corporation in the development stage)





Condensed
Statements of Cash Flows (unaudited)








For the Nine
                    
                    
                    For the Nine
                    
                    
                    For the period
                      From July 18, 2007Months Ended
                    
                    
                    Months Ended
                    
                    
                    (inception) toSeptember 30, 2009
                    
                    
                    September 30, 2008
                    
                    
                    September 30, 2009Cash
      flows from operating activities:Net
      income (loss)
                    
                    $
                    (169,072
                    )
                    
                    $
                    98,558
                    
                    
                    $
                    45,697Adjustments
      to reconcile net income (loss)  to net cash provided by (used
      in) operating activities:Change
      in operating assets and liabilities:Accrued
      expenses
                    
                    
                    127,456
                    
                    
                    
                    94,985
                    
                    
                    
                    159,237Prepaid
      expenses and other current asset
                    
                    
                    25,767
                    
                    
                    
                    62,423
                    
                    
                    
                    (94,922
                    )Net
      cash provided by (used in) operating activities
                    
                    
                    (15,849
                    )
                    
                    
                    255,966
                    
                    
                    
                    110,012Cash
      used in investing activities:Changes
      in cash equivalents held in Trust Account
                    
                    
                    (50,190
                    )
                    
                    
                    (33,748,713
                    )
                    
                    
                    (33,836,483
                    )Cash
      flows from financing activities:Proceeds
      from sale of ordinary shares to founders
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    25,000Proceeds
      from shareholder’s note payable
                    
                    
                    —
                    
                    
                    
                    —
                    
                    
                    
                    281,661Proceeds
      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
                    
                    
                    (66,039
                    )
                    
                    
                    (38,664
                    )
                    
                    
                    34,273Cash
      at beginning of the period
                    
                    
                    100,312
                    
                    
                    
                    101,671
                    
                    
                    
                    —Cash
      at end of the period
                    
                    $
                    34,273
                    
                    
                    $
                    63,007
                    
                    
                    $
                    34,273Supplemental
      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 “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
September 30, 2009, the Company had not commenced any operations or generated
any revenues.  All activity from the period July 18, 2007 (date of
inception) through September 30, 2009 relates to the Company’s formation, its
initial public offering (as described below) and search for 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 $33,527,396 from the Offering,
including the exercise of the underwriters’ over-allotment option, and the
Private Placement were placed 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 September 30,
2009, approximately $298,000 of interest earned on the trust account balance has
been released to the Company.





On
September 4, 2009, the Company issued a press release announcing that it has
entered into a letter of intent with a company for a business combination. The
target is a company with its principal business operations in the People’s
Republic of China.  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.


5


In the
event that the Company does not complete a business combination by March 12,
2010, or March 12, 2011 if 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 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 common 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.





NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Cash
equivalents held in the Trust Account:





The
amounts held in the Trust Account as of September 30, 2009, represent
substantially all of the proceeds of the private placement, 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.


6


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 “Accounting for
Uncertainty in Income Taxes”.  There were no unrecognized tax benefits
as of September 30, 2009.  The Provision prescribes a recognition threshold
and a measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax
return.  For those benefits to be recognized, a tax position must be
more-likely-than-not to be sustained upon examination by taxing
authorities.  The Company recognizes accrued interest and penalties related
to unrecognized tax benefits as income tax expense.  No amounts were
accrued for the payment of interest and penalties at September 30, 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 a pro rata portion of the amount held in the Trust
Account.  In accordance with “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
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.





Income
(loss) per ordinary share:





Basic
income per common share is computed by dividing net income by the weighted
average common 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 and nine months ended September 30, 2009, and for the period from July 18,
2007 (inception) to September 30, 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 2,328,422 and
1,181,881, respectively, represent incremental shares of ordinary share, based
on their assumed redemption, to be included in the weighted average number of
shares of ordinary share 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.





For the
three and nine months ended September 30, 2008, and for the period from July 18,
2007 (inception) to September 30, 2008, 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 2,156,719 and
1,374,612, respectively, represent incremental shares of ordinary share, based
on their assumed redemption, to be included in the weighted average number of
shares of ordinary share outstanding (not subject to possible redemption) for
the calculation of diluted income per ordinary share.





The
Company’s condensed statements of operations include 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 common 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.







Recently
Accounting Pronouncements:




In
December 2007, the FASB issued “Business Combinations”, 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. “Business Combinations”
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 “Business Combinations” for any of our applicable acquisitions beginning
January 1, 2009.




7


In
December 2007, the FASB issued “Noncontrolling Interests in Consolidated
Financial Statements”, 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. This guidance will be effective for the
fiscal years beginning on or after December 15, 2008. We will apply to any
applicable transactions beginning January 1, 2009.





In March
2008, the FASB issued “Disclosures about Derivative Instruments and Hedging
Activities”, which 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  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.





On April
9, 2009, the FASB issued the guidance of  “Interim 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. The guidance also amends Accounting
Principles Board Opinion-Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods.
The guidance 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 if certain requirements are met. This guidance
does not require disclosures for earlier periods presented for comparative
purposes at initial adoption. In periods after initial adoption, this guidance
requires comparative disclosures only for periods ending after initial adoption.
The adoption of this guidance did not have a significant impact on the Company’s
financial statements or related footnotes.





On April
9, 2009, the FASB issued the guidance of  “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”, to 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 guidance instead
requires an entity to base its conclusion about whether a transaction was not
orderly on the weight of the evidence. In addition, this guidance requires an
entity to disclose a change in valuation technique (and the related inputs)
resulting from the application of it  and to quantify its effects, if
practicable. This guidance 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 adoption of this guidance
did not have a significant impact on the Company’s financial statements or
related footnotes.





On April
9, 2009, the FASB issued “Recognition and Presentation of Other-Than-Temporary
Impairments”, to be 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 guidance
also requires increased and more timely disclosures regarding expected cash
flows, credit losses, and an aging of securities with unrealized losses. This
guidance 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 “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 “Interim Disclosures about Fair Value
of Financial Instruments”, the entity also is required to adopt early
this guidance. Additionally, if an entity elects to adopt early , it is required
to adopt “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”. This guidance does not require disclosures for earlier periods
presented for comparative purposes at initial adoption. In periods after initial
adoption, this guidance requires comparative disclosures only for periods ending
after initial adoption. The adoption did not have a significant impact on the
Company’s financial statement or footnotes.




On
May 28, 2009, the FASB issued the guidance regarding subsequent events,
which we adopted on a prospective basis beginning April 1, 2009. The
guidance is intended to establish general standards of accounting and disclosure
of events that occur after the balance sheet date but before financial
statements are issued or are available to be issued. It requires the disclosure
of the date through which an entity has evaluated subsequent events and the
basis for selecting that date. The application of the pronouncement did not have
an impact on our financial position, results of operations or cash flows. These
condensed interim financial statements were approved by management and were
issued on November 12, 2009. Subsequent events have been evaluated through this
date.


8




In June
2009, the Financial Accounting Standards Board issued the statement of “Accounting Standards Codification
TM  and the Hierarchy of Generally Accepted Accounting
Principles This statement confirmed that the  FASB Accounting Standards
Codification  (the “Codification”) will become the single
official source of authoritative U.S. GAAP (other than guidance issued by
the SEC), superseding existing FASB, American Institute of Certified Public
Accountants, Emerging Issues Task Force (“EITF”), and related literature. After
that date, only one level of authoritative U.S. GAAP will exist. All other
literature will be considered non-authoritative. The Codification does not
change U.S. GAAP; instead, it introduces a new structure that is organized
in an easily accessible, user-friendly online research system. The Codification,
which changes the referencing of financial standards, becomes effective for
interim and annual periods ending on or after September 15, 2009.
We  apply the Codification beginning in the third quarter of fiscal
2009. The adoption of this standard is not expected to have any substantive
impact on our condensed financial statements or related footnotes.





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 closing 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 will entitle 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 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.





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 (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.


9


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.





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




The
Company complies with the guidance of  fair value measurements,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
following tables present information about the Company’s assets that are
measured at fair value on a recurring basis as of September 30, 2009 and
December 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:





Fair
Value of Financial Assets as of September 30, 2009
(unaudited)





Description
                    
                    September 30,
                      2009
                    
                    
                    Quoted Prices in
                      Active Markets
                      (Level 1)
                    
                    
                    Significant Other
                      Observable Inputs
                      (Level 2)
                    
                    
                    Significant
                      Unobservable
                      Inputs
                      (Level 3)Assets:Cash
      equivalents
                    
                    $
                    34,273
                    
                    
                    $
                    34,273
                    
                    
                    $
                    —
                    
                    
                    $
                    —Cash
      equivalents held in Trust Account
                    
                    
                    33,848,840
                    
                    
                    
                    33,848,840
                    
                    
                    
                    —
                    
                    
                    
                    —Total
                    
                    $
                    33,883,113
                    
                    
                    $
                    33,883,113
                    
                    
                    $
                    —
                    
                    
                    $
                    —





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
                            
                            
                            $
                            —
                            
                            
                            $
                            —


10


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.





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.





NOTE
7 — GOING CONCERN





On
September 4, 2009, the company has issued a press release announcing that it has
entered into a letter of intent with a company for a business combination. The
target is a company with its principal business operations in the People’s
Republic of China.  Pursuant to the Company’s Amended and Restated
Memorandum and Articles of Association, the execution of the letter of intent
affords the Company a six-month extension for completion of a business
combination, until March 12, 2010.





The
consummation of the business combination is subject to, among other things,
execution of a definitive agreement and required stockholder
approval.  There can be no assurance that a business combination will
be consummated.  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.  If we are unable to complete the business combination
by March 12, 2010, or March 12, 2011 if extension period approved, 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.


11




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 are currently in negotiations
regarding a potential business combination, through no definitive agreement have
yet been signed.




The
company has entered into a letter of intent with a company for a business
combination. The target is a company with its principal business operations in
the People’s Republic of China.  Pursuant to the Company’s Amended and
Restated Memorandum and Articles of Association, the execution of the letter of
intent affords the Company a six-month extension for completion of a business
combination, until March 12, 2010.  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 September 30, 2009




Wereportedanetloss of $81,395for the threemonth period endedSeptember30, 2009duetoboth a decrease in
theinterest
earned on the Trust Accountwhich did not exceed our expenses for
the period, and an increase in expenses related to professional
services.Until we enter
into a business combination, we will nothaveany operatingrevenues.




Overall, for the quarter
endedSeptember30, 2009, we incurred
$12,501of
insurance expense from the amortization of our pre-paid D&O insurance
policy, $22,500of rent expense andother operating costs of$68,817.




For the three months endedSeptember30, 2009, ourTrust Accountearned interest
of$22,423and our funds
outside of the trust account did not earn interest income.





Results
of Operations for the Three Month Period ended September 30, 2008




WerealizedaNetIncomeof $87,108for thethreemonth period endedSeptember30, 2008due to interest earned on
the trust
account.




Overall for thequarter endedSeptember30, 2008, we
incurred  $12,501 of insurance expensefrom the amortization of our
pre-paid D&O
insurance policy, $22,500of rent expense
andother
operating costs of$56,352.




For the three months endedSeptember30, 2008, our Trust Account earned
interest of$178,461.




Results
of Operations for the Nine  Month Period ended September 30,
2009




We
incurred a net loss of $169,072 for the nine month period ended September
30, 2009 duetoboth a decrease in
theinterest earned on the Trust
Accountwhich did not exceed our
expenses for the period, and an increase in expenses related to professional
services. Until
we enter into a business combination, we will not haveany operatingrevenues.


12




Overall,
for the nine month period ended September 30, 2009, we incurred $37,503 of
insurance expense from the amortization of our pre-paid D&O insurance
policy, $67,500 of rent expense and other operating costs of
$183,685.




For the
nine months ended September 30, 2009, our trust account earned interest of
$119,616 and our funds outside of the trust account did not earn interest
income.




Results
of Operations for the Nine  Month Period ended September 30,
2008




WehadaNetIncomeof $98,558for theninemonths period endedSeptember30, 2008.




Overall forninemonthperiodendedSeptember30, 2008, we
incurred  $29,169of insurance expensefrom the
amortization of our pre-paid D&O insurance
policy, $67,500of rent expense
andother
operating costs of$151,367.




For theninemonths endedSeptember30, 2008, our trust account
earned interest of $346,594.




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 September 30, 2009, we had operating
expenses of $577,811. From January 1, 2009 through September 30, 2009, we had
operating expenses of  $288,688. 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 September 30,
2009 there was $33,848,840 held in the trust account, which includes deferred
underwriting fees of $1,187,004. Additionally, as of September 30, 2009, we
had  $34,273 outside the trust account to fund our working capital
requirements. Through September 30, 2009, approximately $298,000 of interest
earned on the trust account balance has been released to us for working
capital purposes.




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.


13


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




Disclosure
Controls and Procedures




Our
management, with the participation of our principal executive officer and
principal financial officer, evaluated the effectiveness, as of the end of the
period covered by this report, of our disclosure controls and procedures, as
such term is defined in Exchange Act Rule 13a-15(e).  Based on this
evaluation, our principal executive officer and principal financial officer
concluded that, as of such date, the Company’s disclosure controls and
procedures were effective.




Disclosure
controls and procedures are designed to ensure that information required to be
disclosed by us in our Exchange Act reports is recorded, processed, summarized,
and reported, within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required
disclosure.




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 began in 2008 and continued in 2009 for documenting, evaluating and
monitoring our internal control over financial reporting is consistent with the
objectives of Section 404 of the Act.


14




PART
II - OTHER INFORMATION




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 September 30, 2009, there was $33,848,840 held in the trust
account, which includes deferred underwriting fees of $1,187,004. Through
September 30, 2009, approximately $298,000 of interest earned on the trust
account balance has been released to us for working capital
purpose.




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 .


15




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.November
      13 2009
              By:
              /s/ John
      WangJohn
      WangChief
      Executive Officer, President and Director
                (Principal
      Executive Officer)





November13,
      2009
              By:
              /s/ Hao
      WuHao
      WuChief
      Financial Officer, Secretary and Director
                (Principal
      Financial and Accounting
Officer)


16




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 .


17