**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 June 30,
                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 5,299,125 shares of the Registrant’s common stock issued and outstanding as
      of June 30, 2008.












**Hambrecht
      Asia Acquisition Corp.**


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




**Index
      to Form 10-Q**







**Part
                I.**
            **Financial
                Information**Item
                1. Financial StatementsCondensed
                Balance Sheets
            1Condensed
                Statements of Operations
            2Condensed
                Statement of Shareholders’ Equity
            3Condensed
                Statements of Cash Flows
            4Notes
                to Condensed Interim Financial Statements
            5Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            12Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            13Item
                4T. Controls and Procedures
            13**Part
                II.**
            **Other
                Information**Item
                1A. Risk Factors
            15Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            15Item
                6. Exhibits
            16SIGNATURES
            17CERTIFICATIONS




All
      other
      items called for by the instructions to Form 10-Q have been omitted because
      the
      items are not applicable or the relevant information is not
      material.







**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**




**Hambrecht
      Asia Acquisition Corp.**


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




**Condensed
      Balance Sheets**




**June 30, 2008**
              
              **December 31, 2007****ASSETS**
              
              
              **(unaudited)****Current
                  assets**Cash
              
              $
              76,395
              
              $
              101,671Prepaid
                  expenses
              
              
              133,332
              
              
              183,254**Total
                  current assets**
              
              
              209,727
              
              
              284,925**Other
                  asset**Cash
                  equivalents held in the Trust Account
              
              
              33,634,793
              
              
              —$
              33,844,520
              
              $
              284,925**LIABILITIES
                  AND SHAREHOLDERS’ EQUITY****Current
                  liabilities**Accrued
                  expenses
              
              $
              94,063
              
              $
              —Loan
                  payable, shareholder
              
              
              —
              
              
              281,661**Total
                  current liabilities**
              
              
              94,063
              
              
              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
                  and 1,150,000 issued and outstanding (which includes 1,271,788
                  shares and
                  0 shares subject to possible conversion)
              
              
              5,299
              
              
              1,150Additional
                  paid-in capital
              
              
              22,851,981
              
              
              23,850Deficit
                  accumulated during the development stage
              
              
              (10,287
              )
              
              (21,736
              )Total
                  shareholders’ equity
              
              
              22,846,993
              
              
              3,264Total
                  liabilities and shareholders’ equity
              
              $
              33,844,520
              
              $
              284,925




*See
      accompanying notes to condensed interim financial
      statements.*


1




**Hambrecht
      Asia Acquisition Corp.**


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




**Condensed
      Statements of Operations**


**(Unaudited)**




**Period from****For the Three**
                
                **For the Six**
                
                **July 18, 2007****Months Ended**
                
                **Months Ended**
                
                **(inception) to****June 30, 2008**
                
                **June 30, 2008**
                
                **June 30, 2008**Revenues
                
                $
                —
                
                $
                —
                
                $
                —Formation
                    and operating costs
                
                
                129,194
                
                
                156,683
                
                
                178,419Loss
                    from operations
                
                
                (129,194
                )
                
                (156,683
                )
                
                (178,419
                )Interest
                    income, net
                
                
                152,856
                
                
                168,133
                
                
                168,133Net
                    income (loss)
                
                
                23,661
                
                
                11,449
                
                
                (10,287
                )Weighted
                    average number of ordinary shares subject to possible redemption,
                    basic
                    and diluted
                
                
                1,271,788
                
                
                808,223
                
                
                421,480Net
                  income per share subject to possble
                  redemption, basic and diluted
                
                $
                0.00
                
                $
                0.00
                
                $
                0.00Weighted
                    average number of ordinary shares outstanding (not subject to
                    possible
                    redemption) , basic
                
                
                5,299,125
                
                
                3,789,581
                
                
                2,526,515Net
                    income (loss) per share not subject to possible redemption,
                    basic
                
                $
                0.01
                
                $
                0.01
                
                $
                (0.01
                )Weighted
                    average number of ordinary shares outstanding (not subject to
                    possible
                    redemption), diluted
                
                
                7,455,844
                
                
                5,164,193
                
                
                2,526,515Net
                    income (loss) per share not subject to possible redemption,
                    diluted
                
                $
                0.01
                
                $
                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**




**Ordinary Shares**
              
              **Additional**
                **Paid-in**
              
              **Deficit**
                **Accumulated**
                **During****the**
                **Development**
              
              **Total**
                **Shareholders’****Shares**
              
              **Par
                  Value**
              
              **Capital**
              
              **Stage**
              
              **Equity**Balances
                  at July 18, 2007
              
              
              —
              
              $
              —
              
              $
              —
              
              $
              —
              
              $
              —Sale
                  of units issued to founders on July 18, 2007
              
              
              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 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 redemption)
                  (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 redemption) (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 redemption of 1,271,788 shares at a redemption
                  value
                  of $7.92 per share (unaudited)
              
              
              
              
              
              
              
              
              (10,072,561
              )
              
              
              
              
              (10,072,561
              )Net
                  income for the six months ended June 30, 2008 (unaudited)
              
              
              
              
              
              
              
              
              
              
              
              11,449
              
              
              11,499Balances
                  at June 30, 2008 (unaudited)
              
              
              5,299,125
              
              $
              5,299
              
              $
              22,851,981
              
              $
              (10,287
              )
              $
              22,846,993




*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)**




**Period
                  from****For
                  the Six**
              
              **July
                  18, 2007****Months Ended**
              
              **(inception)
                  to****June
                  30, 2008**
              
              **June
                  30, 2008****Cash
                  flows from operating activities:**Net
                  income (loss)
              
              $
              11,449
              
              $
              (10,287
              )Adjustments
                  to reconcile net income (loss) to net cash provided by (used in)
                  operating
                  activities:Change
                  in operating assets and liabilities:Accrued
                  expenses
              
              
              94,063
              
              
              94,063Prepaid
                  expenses
              
              
              49,922
              
              
              (133,332
              )Net
                  cash provided by (used in) operating activities
              
              
              155,434
              
              
              (49,556
              )**Cash
                  used in investing activities:**Changes
                  in cash equivalents held in Trust Account
              
              
              (33,634,793
              )
              
              (33,634,793
              )**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
              )Offering
                  expenses of initial public offering ,
                (less
                  deferred underwriting fees held in trust)
              
              
              (1,728,656
              )
              
              (1,728,656
              )Net
                  cash provided by financing activities
              
              
              33,454,083
              
              
              33760,744Net
                  increase (decrease) in cash
              
              
              (25,276
              )
              
              76,395Cash
                  at beginning of the period
              
              
              101,671
              
              
              —Cash
                  at end of the period
              
              $
              76,395
              
              $
              76,395**Supplemental
                  schedule of non-cash financing activities:**Accrual
                  of deferred underwriting fees , net
              
              $
              830,903
              
              $
              830,903




*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**


**(unaudited)**




**NOTE
      1—ORGANIZATION AND BUSINESS OPERATIONS**





The
      accompanying unaudited condensed financial statements as of June 30, 2008 and
      for the three and six months ended June 30, 2008 and for the period July 18,
      2007 (inception) to June 30, 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 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 the three and six months ended June 30, 2008 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, 2007 as reported on the Company's Registration Statement on Form S-1,
      Amendment 3 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 selected December 31st as its fiscal year
      end.





As
      of
      June 30, 2008, the Company had not commenced any operations or generated any
      revenues. All activity from the period July 18, 2007 (date of inception) through
      June 30, 2008 relates to the Company’s formation and its initial public offering
      as 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.
      Through June 30, 2008, approximately $65,000 of interest earned on the trust
      account balance has been released to the company.





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 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.




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**





**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.





**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 condensed interim 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 condensed interim 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 balance
      sheets.





**Ordinary
      shares subject to possible redemption:**





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
      FASB’s Emerging Issues Task Force (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.




**Net
      income per common share:**




The
      Company complies with SFAS No. 128, “ *Earnings
      Per Share* ,”
which
      requires dual presentation of basic and diluted earnings per share on the face
      of the condensed statements of operations. Basic net income per share is
      computed by dividing net income by the weighted average common shares
      outstanding for the period. Diluted net income per share reflects the potential
      dilution that could occur if warrants were to be exercised or converted or
      otherwise resulted in the issuance of Common Stock that then shared in the
      earnings of the entity.




For
      the
      three and six months ended June 30, 2008 and for the period from July 18,
      2007 (inception) to June 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 represent incremental shares of common stock, based on their assumed
      redemption, to be included in the weighted average number of shares of common
      stock outstanding (not subject to possible redemption) for the calculation
      of
      diluted income per share of common stock. The Company uses the “treasury stock
      method” to calculate potential dilutive shares, as if they were redeemed for
      common stock at the beginning of the period.




The
      Company’s condensed statement of operations includes a presentation of earnings
      per share for common stock subject to possible redemption in a manner similar
      to
      the two-class method of earnings per share. Basic and diluted net income per
      share amount for the maximum number of shares subject to possible conversion
      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 common shares
      subject to redemption by the weighted average number of shares not subject
      to
      possible redemption.




**Recently
      Adopted Accounting Pronouncements:**




In
      September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
      157)
      . This Standard defines fair value, establishes a framework for measuring fair
      value, and expands disclosures about fair value measurements. It 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 (FSP) No. 157-2, Effective Date of FASB
      Statement No. 157 , 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. It 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 15. The Company is in the process of evaluating the effect, if any, the
      adoption of FSP No. 157-2 will have on its results of operations or financial
      position.





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 SEC issued SAB No. 110, “Share-Based Payment” (“SAB 110”).
      SAB 110 establishes the continued use of the simplified method for estimating
      the expected term of equity based compensation. The simplified method was
      intended to be eliminated for any equity based compensation arrangements granted
      after December 31, 2007. SAB 110 is being published to help companies that
      may
      not have adequate exercise history to estimate expected terms for future grants.
      The Company does not expect the adoption of SAB 110 to have a material effect
      on
      its consolidated financial statements.


7




**New
      Accounting Pronouncements:**




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




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




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





In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles”. SFAS 162 identifies the sources of accounting principles
      and the framework for selecting the principles to be used in the preparation
      of
      financial statements of nongovernmental entities that are presented in
      conformity with generally accepted accounting principles in the United States.
      It is effective 60 days following the SEC’s approval of the Public Company
      Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present
      Fairly in Conformity With Generally Accepted Accounting Principles”. The
      adoption of this statement is not expected to have a material effect on the
      Company’s financial statements.





In
      May
      2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts - An interpretation
      of
      FASB Statement No. 60”. SFAS 163 requires that an insurance enterprise recognize
      a claim liability prior to an event of default when there is evidence that
      credit deterioration has occurred in an insured financial obligation. It also
      clarifies how Statement 60 applies to financial guarantee insurance contracts,
      including the recognition and measurement to be used to account for premium
      revenue and claim liabilities, and requires expanded disclosures about financial
      guarantee insurance contracts. It is effective for financial statements issued
      for fiscal years beginning after December 15, 2008, except for some disclosures
      about the insurance enterprise’s risk-management activities. SFAS 163 requires
      that disclosures about the risk-management activities of the insurance
      enterprise be effective for the first period beginning after issuance. Except
      for those disclosures, earlier application is not permitted. The adoption of
      this statement is not expected to have a material effect on the Company’s
      financial statements.





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




**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.


8





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
      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.





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.


9






**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 June 30, 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):





**Description**
              
              **June
                  30,**
                **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
                  equivalents held in Trust Account
              
              
              33.6
              
              
              33.5
              
              
              —
              
              
              —Total
              
              $
              33.7
              
              $
              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 condensed 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 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 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.





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.


10





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.




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 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 June 30,
      2008**




We
      incurred a net gain of $23,661 for the three-month period ended June 30, 2008
      due to interest earned on the trust account. Until we enter into a business
      combination, we will not have revenues.




Overall,
      for the quarter ended June 30, 2008, we incurred $ 12,501 of insurance expense from the amortization of our pre-paid D&O insurance
      policy, $ 22,500 of rent expense and other operating costs of $ 94,193 .


For
          the
          three months ended June 30, 2008, our trust account earned interest of
          $153,106.
  **Results
        of Operations for the Six Month Period ended June 30, 2008**
  We
        incurred a net gain of $11,449 for the six-month period ended June 30, 2008
        due
        to interest earned on the trust account.
  Overall,
        for the six months ended June 30, 2008, we incurred $16,668 of insurance expense from the amortization of our pre-paid D&O insurance
        policy, $45,000 of rent expense and other operating costs of $ 95,015 .
  For
        the six months ended June 30, 2008, our trust account earned interest of
        $173,106.


**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 June 30,
      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.


12




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 $21,737 and deferred offering costs of $183,253. From January 1,
      2008 through June 30, 2008, we had operating expenses of $156,683. 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 June 30, 2008 there was approximately $33,634,793 held
      in the trust account, which includes deferred underwriting fees of 1,187,004.
      Additionally, as of June 30, 2008, we have approximately $76,395 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
      June 30, 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.


13




**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.


14




**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.


15




**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 June 30, 2008, there was approximately $33,634,793 held
      in
      the trust account, which includes deferred underwriting fees of
      $1,187,004.






Overall,
      for the quarter ended June 30, 2008, we incurred $ 12,501 of insurance expense from the amortization of our pre-paid D&O insurance
      policy, $ 22,500 of rent expense and other operating costs of $ 94,193 .




**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 .


16




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




HAMBRECHT
                ASIA ACQUISITION CORP.August
                14, 2008
            By:
            /s/ John
                WangJohn
                WangChief
                Executive Officer, President and Director
              (Principal
                Executive Officer)





August
                14, 2008
            By:
            /s/ Robert
                J. EuRobert
                J. EuChairman
                of the Board, Chief Financial Officer,
              Secretary
                and Director
              (Principal
                Financial and Accounting
                Officer)


17




**Exhibit
      Index**




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




18