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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 For the quarterly period ended September 30,
2007
 OR
 o
    
    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 001-33721
 INTER-ATLANTIC FINANCIAL, INC.
  Delaware
    
    20-8237170(State or Other Jurisdiction of Incorporation or 
Organization)
    
    (I.R.S. Employer Identification No.)
 400 Madison Ave.
New York, NY 10017
 (212) 581-2000
 
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TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATION
    
    
    1Item 1. Financial Statements
    
    
    1Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    8Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    10Item 4. Controls and Procedures
    
    
    10PART II. OTHER INFORMATION
    
    
    11Item 1. Legal Proceedings
    
    
    11Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    11Item 3. Defaults Upon Senior Securities
    
    
    11Item 4. Submission of Matters to a Vote of Security Holders
    
    
    11Item 5. Other Information
    
    
    11Item 6. Exhibits
    
    
    12SIGNATURES
    
    
    13EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION
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PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
 Condensed Balance Sheet
 September 30,2007(unaudited)ASSETSCurrent
asset, cash
    
    $
    104,543Other
assets, deferred offering costs
    
    
    309,056Total
assets
    
    $
    413,599LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Due to affiliate
    
    $
    664Accrued offering costs
    
    
    161,577Note payable  affiliate
    
    
    250,000Total liabilities
    
    
    412,241Stockholders equityPreferred stock, par value $.0001 per
share, 1,000,000 shares authorized, none
issued
    
    
    Common stock, par value $.0001 per share,
49,000,000 shares authorized, 1,875,000
shares issued and outstanding
    
    
    188Additional paid-in capital
    
    
    24,812Deficit accumulated in the development stage
    
    
    (23,642
    )Total stockholders equity
    
    
    1,358Total liabilities and stockholders
equity
    
    $
    413,599
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Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
Condensed Statements of Operations
 For the period fromFor the three
    
    
    January 12, 2007months ended
    
    
    (inception) toSeptember 30, 2007
    
    
    September 30, 2007(unaudited)
    
    
    (unaudited)Formation and operating costs
    
    $
    15,355
    
    
    $
    23,642Net loss
    
    $
    (15,355
    )
    
    $
    (23,642
    )Weighted average number of
common shares outstanding 
basic and diluted
    
    
    1,875,000
    
    
    
    1,875,000Net loss per common share 
basic and diluted
    
    $
    (.01
    )
    
    $
    (.01
    )
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Inter-Atlantic Financial, Inc.
(A corporation in the development stage)
Condensed Statement of Cash Flows
 For the period fromJanuary 12, 2007(inception) toSeptember 30, 2007(unaudited)CASH FLOWS FROM OPERATING ACTIVITIESNet loss
    
    $
    (23,642
    )Adjustment to reconcile net loss to net cash
used in operating activities:Changes in operating assets and liabilities:Due to affiliate
    
    
    664Net cash used in operating activities
    
    
    (22,978
    )CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issuance of common stock
    
    
    25,000Proceeds from notes payable  affiliate
    
    
    250,000Payment of deferred offering costs
    
    
    (147,479
    )Net cash provided by financing activities
    
    
    127,521Net increase in cash
    
    
    104,543CashBeginning of period
    
    
    End of period
    
    $
    104,543Supplemental schedule of non-cash financing
activity:Accrual of deferred offering costs
    
    $
    161,577
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INTER-ATLANTIC FINANCIAL, INC.
(a corporation in the development stage)
Notes to Condensed Financial Statements (unaudited)
 Note A  Basis of Presentation
  Note B  Nature of Operations and Summary of Significant Accounting Policies
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INTER-ATLANTIC FINANCIAL, INC.
(a corporation in the development stage)
Notes to Condensed Financial Statements (unaudited)
 Loss per common share:
  Use of estimates:
  Income tax:
   Deferred offering costs:
  Note C  Proposed Offering
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INTER-ATLANTIC FINANCIAL, INC.
(a corporation in the development stage)
Notes to Condensed Financial Statements (unaudited)
   In the event that the Company does not consummate a Business Combination
by October 9, 2009, the proceeds held in the Trust Account will be distributed
to the Companys public stockholders, excluding the existing stockholders to
the extent of their initial stock holdings. In the event of such distribution,
it is likely possible that the per share value of the residual assets remaining
available for distribution (including Trust Account assets) will be less than
the initial public offering price per Unit in the Proposed Offering (assuming
no value is attributed to the Warrants included in the Units in the Proposed
Offering).


Note D  Related Party Transactions












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INTER-ATLANTIC FINANCIAL, INC.
(a corporation in the development stage)
Notes to Condensed Financial Statements (unaudited)  (Continued)
   Note E  Preferred Stock
  Note F  Subsequent Events
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    may significantly reduce the equity interest of our stockholders;
    
    will likely cause a change in control if a substantial number of our shares of
common stock are issued, which may affect, among other things, our ability to use our
net operating loss carry forwards, if any, and may also result in the resignation or
removal of one or more of our present officers and directors; and
    
    may adversely affect prevailing market prices for our common stock.
  
    
    default and foreclosure on our assets if our operating revenues after a business
combination were insufficient to pay our debt obligations;
    
    acceleration of our obligations to repay the indebtedness even if we have made all
principal and interest payments when due if the debt security contained covenants that
required the maintenance of certain financial ratios or reserves and any such covenant
were breached without a waiver or renegotiation of that covenant; our immediate payment
of all principal and accrued interest, if any, if the debt security was payable on
demand; and
    
    our inability to obtain additional financing, if necessary, if the debt security
contained covenants restricting our ability to obtain additional financing while such
security was outstanding.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 Recent Sales of Unregistered Securities
  Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. Submission of Matters to a Vote of Security Holders.
  
 Item 5. Other Information.
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Item 6. Exhibits.
 ExhibitNumber
    
    Exhibit Description31.1
    
    Certification by Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification by Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification by Chief Executive Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 200232.2
    
    Certification by Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
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SIGNATURES
 
   INTER-ATLANTIC FINANCIAL, INC.By:
    /s/ Andrew S. LernerName:
    Andrew S. LernerTitle:
    Chief Executive Officer 13