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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the year ended December 31, 2008
 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)
    
    (IRS Employer Identification Number)
 400 Madison Ave.
New York, New York 10017   (212) 581-2000
  Title of each class
    
    Name of each exchange
on which registeredUnits, each consisting of one share of Common Stock, $0.0001 par value, and one Warrant
    
    NYSE AmexCommon Stock included in the Units
    
    NYSE AmexWarrants included in the Units
    
    NYSE Amex
 None
 Yes o No þ
 Yes o No þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting companyþ(Do not check if a smaller reporting company)
 þ o




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TABLE OF CONTENTS
 PageForward-Looking Statements
    
    
    3ITEM 1. Business
    
    
    4ITEM 1A. Risk Factors
    
    
    21ITEM 1B. Unresolved Staff Comments
    
    
    42ITEM 2. Properties
    
    
    43ITEM 3. Legal Proceedings
    
    
    43ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    43ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
    
    
    44ITEM 6. Selected Financial Data
    
    
    46ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    46ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    50ITEM 8. Financial Statements and Supplementary Data
    
    
    51ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    67ITEM 9A. Controls and Procedures
    
    
    67ITEM 9B. Other Information
    
    
    67ITEM 10. Directors, Executive Officers and Corporate Governance
    
    
    68ITEM 11. Executive Compensation
    
    
    74ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
    
    
    75ITEM 13. Certain Relationships, Related Transactions and Director Independence
    
    
    77ITEM 14. Principal Accounting Fees and Services
    
    
    80ITEM 15. Exhibits and Financial Statement Schedules
    
    
    82Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32.1 Section 906 Certification of CEOEx-32.2 Section 906 Certification of CFO




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Forward-Looking Statements
 This report, and the information incorporated by reference in it, include 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 (the Exchange Act). Our
forward-looking statements include, but are not limited to, statements regarding our expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. The words anticipates,
believe, continue, could, estimate, expect, intend, may, might, plan, possible,
potential, predict, project, should, would and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements in this report may include, for example, statements
about our:
 
    
    ability to complete a combination with one or more target businesses;
 
    
    success in retaining or recruiting, or changes required in, our management or
directors following a business combination;
 
    
    potential inability to obtain additional financing to complete a business
combination;
 
    
    limited pool of prospective target businesses;
 
    
    potential change in control if we acquire one or more target businesses for stock;
 
    
    public securities limited liquidity and trading;
 
    
    failure to list or the delisting of our securities from the NYSE Amex or inability
to have our securities listed on the NYSE Amex following a business combination;
 
    
    use of proceeds not in trust or available to us from interest income on the trust
account balance; or
 
    
    financial performance.
 The forward-looking statements contained or incorporated by reference in this report are based
on our current expectations and beliefs concerning future developments and their potential effects
on us and speak only as of the date of such statement. There can be no assurance that future
developments affecting us will be those that we have anticipated. These forward-looking statements
involve a number of risks, uncertainties (some of which are beyond our control) or other
assumptions that may cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading Risk Factors. Should one or
more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected in
these forward-looking statements. We undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
 References in this report to we, us or our company refer to Inter-Atlantic Financial,
Inc. References to public stockholders refer to purchasers of our securities by persons other
than our founders in, or subsequent to, our initial public offering.
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PART I
 
 ITEM 1. Business
 General
     4




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
    
    experience and skill of management and availability of additional personnel;
 
    
    financial condition, including profitability, cash flow, the recurrence of revenue
and the results of operations;
 
    
    growth potential;
 
    
    competitive position and barriers to entry;
 
    
    ability to retain and grow the customer base;
 
    
    stage of development of the products, processes or services;
 
    
    proprietary features and degree of intellectual property or other protection of the
products, processes or services;
 
    
    regulatory environment;
 
    
    costs, approvals and accounting impact associated with effecting the business
combination; and
 
    
    relative valuations of similar publicly traded companies.
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
    
    the consummation of a business combination;
 
    
    24 months after the completion of the IPO; and
 
    
    the date on which we determine to dissolve and liquidate our trust account as part
of our plan of dissolution and liquidation.
   Management Team
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Effecting a Business Combination
 General
  We have not selected a target business
  Sources of target businesses
  Selection of a target business and structuring of a business combination
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Fair Market Value of Target Business
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Probable lack of business diversification
  
    
    leave us solely dependent upon the performance of a single business; and
 
    
    result in our dependency upon the development or market acceptance of a single or
limited number of products or services.
  Limited ability to evaluate the target business management
  Opportunity for stockholder approval of business combination
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Redemption rights
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Dissolution and liquidation if no business combination
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Amended and restated certificate of incorporation
  
    
    prior to the consummation of our initial business combination, we will submit such
business combination to our stockholders for approval;
 
    
    we may consummate our initial business combination if: (i) approved by a majority
of the shares of common stock voted by the public stockholders and (ii) public
stockholders owning less than 30% of the shares of common stock purchased by the public
stockholders in the IPO exercise their redemption rights;
 
    
    if our initial business combination is approved and consummated, public stockholders
who voted against the business combination and exercised their redemption rights will
receive their pro rata share of the trust account;
 
    
    if a business combination is not consummated by October 9, 2009, then we will
dissolve and distribute to all of our public stockholders their pro rata share of the
trust account; and
 
    
    we may not initially consummate any other merger, capital stock exchange, stock
purchase, asset acquisition or similar transaction other than a business combination
that meets the conditions specified in this report, including the requirement that such
combination be with one or more operating businesses that have a fair market value,
either individually or collectively, equal to at least 80% of our net assets at the
time of such business combination.
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Competition for Target Businesses
  
    
    our obligation to seek stockholder approval of a business combination or obtain the
necessary financial information to be included in the proxy statement to be sent to
stockholders in connection with such business combination may delay or prevent the
completion of a transaction;
 
    
    our obligation to redeem for cash shares of common stock held by our public
stockholders in certain instances may reduce the resources available to us for a
business combination;
 
    
    our outstanding warrants, and the future dilution they potentially represent, may
not be viewed favorably by certain target businesses; and
 
    
    the requirement to acquire assets or an operating business that has a fair market
value equal to at least 80% of the amount in our trust account (less deferred
underwriting compensation of $2,755,296) at the time of the acquisition could require
us to acquire several assets or closely related operating businesses at the same time,
all of which sales would be contingent on the closings of the other sales, which could
make it more difficult to consummate the business combination.
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Conflicts of Interest
  
    
    None of our officers or directors is required to commit their full time to our
affairs and, accordingly, they may have conflicts of interest in allocating management
time among various business activities.
 
    
    In the course of their other business activities, our officers and directors may
become aware of investment and business opportunities which may be appropriate for
presentation to us as well as the other entities with which they are affiliated. They
may have conflicts of interest in determining to which entity a particular business
opportunity should be presented. In particular, several of our officers and directors
are affiliated with Inter-Atlantic Group, a private equity firm specializing in
financial services investments. Mr. Galasso is an independent consultant in the
payments industry who conducts business with Inter-Atlantic Group and certain other
firms. Mr. Daras is part of a separate investment group formed to analyze investment
opportunities in distressed banks. Mr. Weinhoff, one of our directors, serves on the
board of directors of two insurance companies. Mr. Gaebler has business interests
unrelated to us. Accordingly, such officers and directors may become subject to
conflicts of interest regarding us and other business ventures in which they may be
involved, which conflicts may have an adverse effect on our ability to consummate a
business transaction.
 
    
    Our officers and directors may in the future become affiliated with entities engaged
in business activities similar to those intended to be conducted by us.
 
    
    Since our officers and directors own shares of our common stock that will be
released from escrow only if a business combination is completed and may own warrants
that will expire worthless if a business combination is not consummated, these persons
may have a conflict of interest in determining whether a particular
target business is appropriate to effect a business combination. The personal and
financial interests of our officers and directors may influence their motivation in
identifying and selecting a target business and timely completing a business
combination and securing release of their shares.
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
    
    If we were to make a deposit, down payment or fund a no shop provision in
connection with a potential business combination, we may have insufficient funds
available outside of the trust to pay for due diligence, legal, accounting and other
expenses attendant to completing a business combination. In such event, our initial
stockholders may have to incur such expenses in order to proceed with the proposed
business combination. As part of any such combination, such initial stockholders may
negotiate the repayment of some or all of any such expenses, including the $500,000
limited recourse revolving line of credit which bears interest at the federal funds
target interest rate (0-0.25% as of December 31, 2008), which if not agreed to by the
target businesss management, could cause our management to view such potential
business combination unfavorably, thereby resulting in a conflict of interest.
Repayment of the line of credit is payable prior to the business combination solely
from the $1,100,000 of interest earned on the trust account which is available for
working capital, solely to the extent there is more than $7.96 per share in the trust
account.
 
    
    While any or all members of our management may remain associated with us after
consummation of the business combination, either as officers or directors, there is the
possibility that no members of our management team will remain associated with us after
the consummation of the business combination. In addition, there has not been any
determination that any specific members of management will remain associated with the
combined company post-business combination. It is more likely that some of our members
of our management will remain as directors rather than officers post-business
combination. However, we do not yet know which members of our management may remain
associated with us after consummation of the business combination, and what their roles
will be, because such a decision will be based on a variety of factors, including the
experience and skill set of the target business management, the experience and skill
set of each of our members of management as it relates to the target business, the
industry and geographic location of the business post-business combination and the
ability of members of our management to negotiate terms with the target business as
part of any such business combination. If our management negotiates to be retained
post business combination as a condition to any potential business combination, their
financial interests, including compensation arrangements, could influence their
motivation in selecting, negotiating and structuring a transaction with a target
business, and such negotiations may result in a conflict of interest.
 
    
    All of our officers and directors paid less for their shares of common stock than
public shareholders, and as a result, they may be able to profit on a business
combination which would be unprofitable to our public shareholders.
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
    
    the corporation could financially undertake the opportunity;
 
    
    the opportunity is within the corporations line of business; and
 
    
    it would not be fair to the corporation and its stockholders for the opportunity not
to be brought to the attention of the corporation.
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Employees
  
 ITEM 1A. Risk Factors
  Risks Associated With Our Company
 We are a newly formed company with no operating history and, accordingly, an investor does not have
any basis on which to evaluate our ability to achieve our business objective.
  If we are forced to dissolve and liquidate before a business combination our warrants will expire
worthless.
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Our shareholders are not entitled to protections normally afforded to investors of blank check
companies including the ability to receive all interest earned on the amount held in trust.
  Because there are numerous companies with a business plan similar to ours seeking to effectuate a
business combination, it may be more difficult for us to complete a business combination.
  The fact that we will proceed with the business combination if public stockholders holding less
than 30% of the shares sold in the IPO exercise their redemption rights may hinder our ability to
consummate a business combination in the most efficient manner or to optimize our capital
structure.
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The terms on which we may effect a business combination can be expected to become less favorable as
we approach our 24 month deadline.
   If third parties bring claims against us, the proceeds held in trust could be reduced and the
per-share liquidation price received by stockholders from our trust account as part of our
stockholder-approved plan of dissolution and liquidation will be less than $7.96 per share.
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Certain of our current officers and directors may resign (i) upon consummation of a business
combination or (ii) if they are deemed to not be independent based upon the rules of the NYSE
Amex or the Securities and Exchange Act of 1934. As a result, management of the prospective target
business may become in charge of our day-to-day operations. We cannot assure you that our
assessment of these individuals will prove to be correct.
  Our management will only remain with the combined company after consummation of the business
combination if, among other things, they are able to negotiate terms with the combined company as
part of any such combination.
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Our officers and directors may in the future become affiliated with entities engaged in business
activities similar to those intended to be conducted by us and accordingly, may have conflicts of
interest in determining which entity a particular business opportunity should be presented to.
  Our stockholders may be held liable for claims by third parties against us to the extent of
distributions received by them.
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We will dissolve and liquidate if we do not consummate a business combination.
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We may choose to redeem our outstanding warrants at a time that is disadvantageous to our warrant
holders.
  Although we are required to use our best efforts to have an effective registration statement
covering the issuance of the shares underlying the warrants at the time that our warrant holders
exercise their warrants, we cannot guarantee that a registration statement will be effective, in
which case our warrant holders may not be able to exercise our warrants and the warrants may expire
worthless.
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Existing shareholders who purchased warrants in the private placement may be able to exercise their
warrants at a time when the public purchasers may not.
  We may issue shares of our capital stock or debt securities to complete a business combination,
which would reduce the equity interest of our stockholders and likely cause a change in control of
our ownership.
  
    
    may significantly reduce the equity interest of our public investors;
 
    
    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 most likely also result in the
resignation or removal of our present officers and directors; and
 
    
    may significantly and immediately 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;
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
    
    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.
  We may have insufficient resources to cover our operating expenses and the expenses of consummating
a business combination.
  Our ability to effect a business combination and to execute any potential business plan afterwards
will be dependent upon the efforts of our officers and directors some of whom may join us following
a business combination and whom we would have only a limited ability to evaluate.
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If any of the underwriters or Scura, Rise & Partners LLC provides services to us in the future, we
may pay them fair and reasonable fees that would be determined at that time in arms length
negotiations. Any such negotiations could result in a conflict of interest.
  Our officers and directors may allocate their time to other businesses thereby causing conflicts of
interest in their determination as to how much time to devote to our affairs. This could have a
negative impact on our ability to consummate a business combination.
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All of our directors own shares of our common stock which will not participate in the liquidation
of our trust account as part of our stockholder-approved plan of dissolution and liquidation and
therefore they may have a conflict of interest in determining whether a particular target business
is appropriate for a business combination.
  Our initial stockholders will not receive reimbursement for any out-of-pocket expenses incurred by
them to the extent that such expenses exceed the amount available outside our trust account unless
the business combination is consummated and therefore they may have a conflict of interest.
  If our common stock becomes subject to the Securities and Exchange Commissions penny stock rules,
broker-dealers may experience difficulty in completing customer transactions and trading activity
in our securities may be adversely affected.
  
    
    make a special written suitability determination for the purchaser;
 
    
    receive the purchasers written agreement to a transaction prior to sale;
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
    
    provide the purchaser with risk disclosure documents which identify certain risks
associated with investing in penny stocks and which describe the market for these
penny stocks as well as a purchasers legal remedies; and
 
    
    obtain a signed and dated acknowledgment from the purchaser demonstrating that the
purchaser has actually received the required risk disclosure document before a
transaction in a penny stock can be completed.
  It is probable our initial business combination will be with a single target business, which may
cause us to be solely dependent on a single business and a limited number of products or services.
Additionally, we may face obstacles to completing simultaneous acquisitions.
   
    
    solely dependent upon the performance of a single business; or
 
    
    dependent upon the development or market acceptance of a single or limited number of
products or services.
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The ability of our stockholders to exercise their redemption rights may not allow us to effectuate
the most desirable business combination or optimize our capital structure.
  We will not be required to obtain an opinion from an investment banking firm as to the fair market
value of a proposed business combination if our board of directors independently determines that
the target business has sufficient fair market value.
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Our initial business combination will be considerably larger than managements recent investment
experience at Inter-Atlantic Group.
  We may be unable to obtain additional financing, if required, to complete a business combination or
to fund the operations and growth of the target business, which could compel us to restructure the
transaction or abandon a particular business combination.
  Our initial stockholders, including our officers and directors, control a substantial interest in
us and thus may influence certain actions requiring stockholder vote.
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We are dependent upon interest earned on our trust account and our subordinated revolving line of
credit to fund our search for a target company and consummation of a business combination.
  Our founders warrants are non-redeemable provided they are held by the initial purchasers or their
permitted transferees, which could provide such purchasers the ability to realize a larger gain
than our public warrant holders.
  
    
    in whole and not in part;
 
    
    at a price of $.01 per warrant;
 
    
    upon a minimum of 30 days prior written notice of redemption to each warrant
holder;
 
    
    if, and only if, the last sale price of the shares equals or exceeds $11.50 per
share, for any 20 trading days within a 30 trading day period ending on the third
business day prior to the notice of redemption to warrant holders; and
 
    
    if there is an effective registration statement allowing for the resale of shares
underlying the warrants.
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Our outstanding warrants and unit purchase option may have an adverse effect on the market price of
our shares and make it more difficult to effect a business combination.
  If our initial stockholders and purchasers of the founders warrants exercise their registration
rights, it may have an adverse effect on the market price of our shares and the existence of these
rights may make it more difficult to effect a business combination.
  The NYSE Amex may delist our securities from trading on its exchange, which could limit investors
ability to effect transactions in our securities and subject us to additional trading restrictions.
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
    
    a decreased ability to consummate a business combination;
 
    
    a limited availability of market quotations for our securities;
 
    
    a determination that our common stock is a penny stock, which would require
brokers trading in our common stock to adhere to more stringent rules, possibly
resulting in a reduced level of trading activity in the secondary trading market for
our common stock;
 
    
    a more limited amount of news and analyst coverage for our company;
 
    
    a decreased ability to issue additional securities or obtain additional financing in
the future;
 
    
    a decreased ability of our securityholders to sell their securities in certain
states; and
 
    
    restrictions on the nature of our investments.
 If we are deemed to be an investment company, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete a
business combination.
  
    
    restrictions on the nature of our investments; and
 
    
    restrictions on the issuance of securities.
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
    
    registration as an investment company;
 
    
    adoption of a specific form of corporate structure; and
 
    
    reporting, record keeping, voting, proxy and disclosure requirements and other rules
and regulations.
  Since we have not currently selected a prospective target business with which to complete a
business combination, investors in our securities are unable to currently ascertain the merits or
risks of the target business operation.
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Since we are not an operating company, upon consummation of a business combination, we will not
benefit from the synergies typically associated with many business combinations, and as a result,
potential target companies may favor other potential purchasers over us.
  Risks Related To Select Financial Services Organizations
  We may be subject to significant regulatory requirements in connection with our efforts to acquire
a financial services organizations.
  Financial services organizations often face substantial on-going regulation and, after acquiring a
financial services organization, we may face legal liability and reduced revenues and profitability
if our services are not regarded as compliant or for other reasons.
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After the consummation of a business combination, we may face strong competition from financial
services firms, many of whom may have the ability to offer clients a wider range of products and
services than we may be able to offer, which could lead to pricing pressures that could materially
adversely affect our revenue and profitability.
  Operational risks may disrupt our business, result in regulatory action against us or limit our
growth.
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The financial services industry has inherent risks, which may affect our net income and revenues.
  
    
    general economic conditions;
 
    
    market conditions;
 
    
    the level and volatility of interest rates and equity prices;
 
    
    competitive conditions;
 
    
    liquidity of global markets;
 
    
    international and regional political conditions;
 
    
    regulatory and legislative developments;
 
    
    monetary and fiscal policy;
 
    
    investor sentiment;
 
    
    availability and cost of capital;
 
    
    technological changes and events;
 
    
    outcome of legal proceedings;
 
    
    changes in currency values;
 
    
    natural disasters;
 
    
    inflation;
 
    
    credit ratings; and
 
    
    size, volume and timing of transactions.
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Many financial services firms face credit risks which, if not properly managed, could cause
revenues and net income to decrease.
  Many financial services firms are subject to interest rate risk and variations in interest rates
may negatively affect our financial performance.
  
 ITEM 1B. Unresolved Staff Comments
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ITEM 2. Properties
   
 ITEM 3. Legal Proceedings
  
 ITEM 4. Submission of Matters to a Vote of Security Holders
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PART II
 
 ITEM 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
   Units
    
    
    Common Stock
    
    
    WarrantsQuarter Ended
    
    High
    
    
    Low
    
    
    High
    
    
    Low
    
    
    High
    
    
    LowDecember 31, 2007
    
    $
    8.25
    
    
    $
    8.00
    
    
    $
    7.34
    
    
    $
    7.25
    
    
    $
    0.95
    
    
    $
    0.84December 31, 2008
    
    $
    7.59
    
    
    $
    7.10
    
    
    $
    7.35
    
    
    $
    7.05
    
    
    $
    0.20
    
    
    $
    0.02September 30, 2008
    
    $
    7.76
    
    
    $
    7.60
    
    
    $
    7.62
    
    
    $
    7.27
    
    
    $
    0.35
    
    
    $
    0.25June 30, 2008
    
    $
    7.89
    
    
    $
    7.45
    
    
    $
    7.57
    
    
    $
    7.29
    
    
    $
    0.40
    
    
    $
    0.28March 31, 2008
    
    $
    8.10
    
    
    $
    7.57
    
    
    $
    7.48
    
    
    $
    7.26
    
    
    $
    0.87
    
    
    $
    0.30
 Holders of Common Equity
  Dividends
   44




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##### Table of Contents



Recent Sales of Unregistered Securities
  Stockholders
    
    Number of Shares(1)Andrew S. Lerner(2)
    
    
    450,000Stephen B. Galasso(3)
    
    
    281,250D. James Daras
    
    
    225,000Brett G. Baris
    
    
    225,000Robert M. Lichten
    
    
    225,000Frederick S. Hammer
    
    
    225,000Carter Rise
    
    
    119,531Matthew D. Vertin
    
    
    119,531Inter-Atlantic Management Services LLC(4)
    
    
    4,688Total
    
    
    1,875,000
 (1)
    
    Does not reflect certain resales of our common shares which occurred in July 2007 and
September 2007.(2)
    
    Includes 90,000 shares beneficially owned by Mr. Lerners children and other family members.(3)
    
    The beneficial owner is the Stephen and Linda Galasso Family Trust.(4)
    
    These shares were subsequently sold by Inter-Atlantic Management Services LLC to Samuel J.
Weinhoff, our director, at cost.    Securities Authorized for Issuance Under Equity Compensation Plans
   45




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##### Table of Contents



Use of Proceeds from our Initial Public Offering
  
 ITEM 6. Selected Financial Data
  As of
    
    
    As ofDecember 31,
    
    
    December 31,Balance Sheet Data:
    
    2008
    
    
    2007Working capital (deficiency)
    
    $
    58,826
    
    
    $
    (323,348
    )Total assets
    
    
    68,848,977
    
    
    
    68,948,688Total liabilities
    
    
    22,530,367
    
    
    
    22,953,199Value of common stock which may be redeemed
for cash ($7.96 per share)
    
    
    20,547,927
    
    
    
    20,547,927Stockholders equity
    
    $
    46,318,610
    
    
    $
    45,995,489
 
 ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
   46




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##### Table of Contents




    
    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 significantly and immediately adversely affect prevailing market prices for our
common stock.
  47




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##### Table of Contents




    
    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.
    48




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##### Table of Contents



Off-Balance Sheet Arrangements
  Contractual Obligations
  Liquidity and Capital Resources
   49




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##### Table of Contents



ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
   50




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##### Table of Contents



ITEM 8. Financial Statements and Supplementary Data
  Report of Independent Registered Public Accounting Firm
    
    
    52Balance Sheets as of December 31, 2008 and December 31, 2007
    
    
    53Statements of Operations for year ended December 31, 2008, the
period from January 12, 2007 (inception) to December 31, 2007
and the period from January 12, 2007 (inception) to December 31, 2008
    
    
    54Statement of Stockholders Equity for the period from January 12, 2007 (inception) to
December 31, 2008
    
    
    55Statements of Cash Flows for year ended December 31, 2008, the
period from January 12, 2007 (inception) to December 31, 2007
and the period from January 12, 2007 (inception) to December 31, 2008
    
    
    56Notes to Financial Statements
    
    
    57
  51




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52




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##### Table of Contents



Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
 
 BALANCE SHEETS
 December 31, 2008
    
    
    December 31, 2007ASSETSCurrent AssetsCash and cash equivalents
    
    $
    32,248
    
    
    $
    6,967Prepaid insurance
    
    
    29,250
    
    
    
    146,250Prepaid income taxes
    
    
    51,061Total current assets
    
    
    112,559
    
    
    
    153,217Other AssetsInvestments held in Trust Account
    
    
    68,525,418
    
    
    
    68,725,471Deferred tax asset
    
    
    211,000
    
    
    
    70,000Total other assets
    
    
    68,736,418
    
    
    
    68,795,471Total assets
    
    $
    68,848,977
    
    
    $
    68,948,688LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccrued expenses
    
    $
    20,833
    
    
    $
    35,250Accrued offering costs
    
    
    
    
    
    
    146,755Income taxes payable
    
    
    
    
    
    
    248,000Delaware franchise tax payable
    
    
    32,900
    
    
    
    46,560Total current liabilities
    
    
    53,733
    
    
    
    476,565Long-term LiabilitiesDeferred underwriters fee
    
    
    1,928,707
    
    
    
    1,928,707Common stock, subject to possible conversion,
2,582,229 shares at conversion value,
approximately $7.96 per share
    
    
    20,547,927
    
    
    
    20,547,927Total liabilities
    
    
    22,530,367
    
    
    
    22,953,199Stockholders equityPreferred stock, $.0001 par value; 1,000,000
shares authorized; none issuedCommon stock, $.0001 par value, 49,000,000
shares authorized;
10,485,300 issued and outstanding
    
    
    1,049
    
    
    
    1,049Additional paid-in capital
    
    
    45,727,725
    
    
    
    45,727,725Earnings accumulated during the development
stage
    
    
    589,836
    
    
    
    266,715Total stockholders equity
    
    
    46,318,610
    
    
    
    45,995,489Total liabilities and stockholders equity
    
    $
    68,848,977
    
    
    $
    68,948,688
  53




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Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
 
 STATEMENTS OF
OPERATIONS
 For the Period from
    
    
    For the Period fromJanuary 12, 2007
    
    
    January 12, 2007Year Ended
    
    
    (inception) through
    
    
    (inception) throughDecember 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2008Revenue
    
    $
    
    
    
    $
    
    
    
    $
    Formation and
administrative costs
    
    
    446,683
    
    
    
    156,678
    
    
    
    603,361Loss from operations
    
    
    (446,683
    )
    
    
    (156,678
    )
    
    
    (603,361
    )Interest income
    
    
    1,049,804
    
    
    
    601,393
    
    
    
    1,651,197Income before provision
for income taxes
    
    
    603,121
    
    
    
    444,715
    
    
    
    1,047,836Provision for income taxes
    
    
    280,000
    
    
    
    178,000
    
    
    
    458,000Net income
    
    $
    323,121
    
    
    $
    266,715
    
    
    $
    589,836Maximum number of shares
subject to possible
conversion:Approximate weighted
average number of
shares
    
    
    2,582,000
    
    
    
    606,000
    
    
    
    1,609,000Approximate weighted
average number of common
shares outstanding (not
subject to possible
conversion):Basic
    
    
    7,903,000
    
    
    
    3,290,000
    
    
    
    5,632,000Diluted
    
    
    11,698,000
    
    
    
    4,168,000
    
    
    
    7,994,000Income per common share
not subject to possible
conversion:Basic
    
    $
    0.04
    
    
    $
    0.08
    
    
    $
    0.10Diluted
    
    $
    0.03
    
    
    $
    0.06
    
    
    $
    0.07Income per common share
subject to possible
conversion:Basic
    
    $
    
    
    
    $
    
    
    
    $
    Diluted
    
    $
    
    
    
    $
    
    
    
    $
    
  54




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Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
 
 STATEMENT OF STOCKHOLDERS EQUITY
 For the period from January 12, 2007 (inception) to December 31, 2008
 EarningsAccumulatedAdditional
    
    
    During theCommon Stock
    
    
    Paid-in-
    
    
    DevelopmentShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    TotalBalances at January 12, 2007 (inception)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of common stock to founders on January 12, 2007 at approximately $.01
per share
    
    
    1,875,000
    
    
    
    188
    
    
    
    24,812
    
    
    
    
    
    
    
    25,000Issuance of warrants in private placement
    
    
    
    
    
    
    
    
    
    
    2,300,000
    
    
    
    
    
    
    
    2,300,000Sale of 8,610,300 units (including the 1,110,300 units pursuance to the
over-allotment option) at a price of
$8.00 per unit, net of underwriters
discount and offering expenses
(including 2,582,229 shares subject to
possible conversion)
    
    
    8,610,300
    
    
    
    861
    
    
    
    63,950,740
    
    
    
    
    
    
    
    63,951,601Reclassification of common stock subject to possible conversion, 2,582,229 shares
    
    
    
    
    
    
    
    
    
    
    (20,547,927
    )
    
    
    
    
    
    
    (20,547,927
    )Issuance of underwriters purchase option
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    266,715
    
    
    
    266,715Balances at December 31, 2007
    
    
    10,485,300
    
    
    $
    1,049
    
    
    $
    45,727,725
    
    
    $
    266,715
    
    
    $
    45,995,489Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    323,121
    
    
    
    323,121Balances at December 31, 2008
    
    
    10,485,300
    
    
    $
    1,049
    
    
    $
    45,727,725
    
    
    $
    589,836
    
    
    $
    46,318,610
  55




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##### Table of Contents



Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
 
 STATEMENTS OF CASH FLOWS
 For the Period
    
    
    For the Periodfrom January 12,
    
    
    from January 12,2007 (inception)
    
    
    2007 (inception)Year Ended
    
    
    through
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2008Cash flows from operating activities:Net income
    
    $
    323,121
    
    
    $
    266,715
    
    
    $
    589,836Adjustment to reconcile net income to net cash and
cash equivalents provided by (used in) operating
activities:Deferred income tax benefit
    
    
    (141,000
    )
    
    
    (70,000
    )
    
    
    (211,000
    )Increase (decrease) in cash attributable to
changes in operating assets and liabilities:Prepaid insurance
    
    
    117,000
    
    
    
    (146,250
    )
    
    
    (29,250
    )Prepaid income taxes
    
    
    (51,061
    )
    
    
    
    
    
    
    (51,061
    )Accrued expenses
    
    
    (14,417
    )
    
    
    35,250
    
    
    
    53,733Income taxes payable
    
    
    (248,000
    )
    
    
    248,000Delaware franchise tax payable
    
    
    (13,660
    )
    
    
    46,560Net cash provided by (used in) operating activities
    
    
    (28,017
    )
    
    
    380,275
    
    
    
    352,258Cash flows from investing activities:Principal deposited in Trust Account
    
    
    
    
    
    
    (68,516,028
    )
    
    
    (68,516,028
    )Interest reinvested in Trust Account
    
    
    (1,049,571
    )
    
    
    (601,320
    )
    
    
    (1,650,891
    )Redemptions from Trust Account
    
    
    1,249,624
    
    
    
    391,877
    
    
    
    1,641,501Net cash provided by (used in) investing activities
    
    
    200,053
    
    
    
    (68,725,471
    )
    
    
    (68,525,418
    )Cash flows from financing activities:Proceeds from issuance of common stock to founders
    
    
    
    
    
    
    25,000
    
    
    
    25,000Proceeds from notes payable, affiliate
    
    
    
    
    
    
    250,000
    
    
    
    250,000Proceeds of public offering
    
    
    
    
    
    
    68,882,400
    
    
    
    68,882,400Proceeds from issuance of warrants in private placement
    
    
    
    
    
    
    2,300,000
    
    
    
    2,300,000Proceeds from issuance of underwriters purchase option
    
    
    
    
    
    
    100
    
    
    
    100Repayment of notes payable, affiliate
    
    
    
    
    
    
    (250,000
    )
    
    
    (250,000
    )Payments of offering costs and underwriters fees
    
    
    (146,755
    )
    
    
    (2,855,337
    )
    
    
    (3,002,092
    )Net cash provided by (used in) financing activities
    
    
    (146,755
    )
    
    
    68,352,163
    
    
    
    68,205,408Net increase in cash and cash equivalents
    
    
    25,281
    
    
    
    6,967
    
    
    
    32,248Cash and cash equivalents, beginning of period
    
    
    6,967Cash and cash equivalents, end of period
    
    $
    32,248
    
    
    $
    6,967
    
    
    $
    32,248Supplemental disclosure of cash flow information,
cash paid during the period for:Income taxes
    
    $
    720,110
    
    
    $
    
    
    
    $
    720,110Supplemental disclosure of non-cash financing
activities:Deferred underwriters fees
    
    $
    
    
    
    $
    1,928,707
    
    
    $
    1,928,707Accrued offering costs
    
    $
    
    
    
    $
    146,755
    
    
    $
    146,755Common stock issued in the public offering
reclassified to mezzanine debt for common stock
subject to possible conversion
    
    $
    
    
    
    $
    20,547,927
    
    
    $
    20,547,927
  56




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Inter-Atlantic Financial, Inc.
(a corporation in the development stage)
 
 Notes to Financial Statements
 NOTE ADESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
    57




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NOTE BINITIAL PUBLIC OFFERING AND OVER-ALLOTMENT OPTION EXERCISE
   58




---



##### Table of Contents



NOTE CSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation:
  Development Stage Company:
  Earnings Per Share:
    59




---



##### Table of Contents



Concentration of Credit Risk:
  Fair Value of Financial Instruments:
  Use of Estimates:
  Income Tax:
    60




---



##### Table of Contents



Recently Issued Accounting Pronouncements:
    . , .
  61




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Redeemable Common Stock:
   Cash and Cash Equivalents:
   62




---



##### Table of Contents



NOTE DTRUST ACCOUNT
  NOTE ERELATED PARTY TRANSACTIONS
      63




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##### Table of Contents



NOTE FINCOME TAXES
  For the Period from
    
    
    For the Period fromJanuary 12, 2007
    
    
    January 12, 2007Year Ended
    
    
    (inception) through
    
    
    (inception) throughDecember 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2008Current:Federal
    
    $
    256,000
    
    
    $
    152,000
    
    
    $
    408,000State and City
    
    
    165,000
    
    
    
    96,000
    
    
    
    261,000421,000
    
    
    
    248,000
    
    
    
    669,000Deferred:Federal
    
    
    (91,000
    )
    
    
    (45,000
    )
    
    
    (136,000
    )State and City
    
    
    (50,000
    )
    
    
    (25,000
    )
    
    
    (75,000
    )(141,000
    )
    
    
    (70,000
    )
    
    
    (211,000
    )$
    280,000
    
    
    $
    178,000
    
    
    $
    458,000
  NOTE GUNDERWRITERS COMPENSATION
   64




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65




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NOTE HFAIR VALUE MEASUREMENTS
 Fair Value Measurement Effective
Date of FASB Statement No. 157,
   Quoted
    
    
    SignificantPrices in
    
    
    Other
    
    
    SignificantActive
    
    
    Observable
    
    
    UnobservableDecember 31,
    
    
    Markets
    
    
    Inputs
    
    
    InputsDescription
    
    2008
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3 )Assets:Investments held in Trust Account
    
    $
    68,525
    
    
    $
    68,525
    
    
    
    
    
    
    
    Total
    
    $
    68,525
    
    
    $
    68,525
    
    
    $
    
    
    
    $
    
  NOTE IPREFERRED STOCK
   66




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##### Table of Contents



NOTE JSUBSEQUENT EVENT
  
 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  
 ITEM 9A. Controls and Procedures
 (a) Evaluation of Disclosure Controls and Procedures
   (b) Changes in Internal Controls over Financial Reporting
  
 ITEM 9B. Other Information
   67




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##### Table of Contents



PART III
 
 ITEM 10. Directors, Executive Officers and Corporate Governance
 Directors and Executive Officer
  Name
    
    Age
    
    PositionAndrew S. Lerner
    
    
    43
    
    
    Chief Executive Officer and DirectorStephen B. Galasso
    
    
    60
    
    
    Senior Strategic Officer and DirectorD. James Daras
    
    
    55
    
    
    Executive Vice President, Chief Financial Officer and DirectorBrett G. Baris
    
    
    34
    
    
    Executive Vice PresidentRobert M. Lichten
    
    
    68
    
    
    DirectorFrederick S. Hammer
    
    
    72
    
    
    DirectorSamuel J. Weinhoff
    
    
    58
    
    
    DirectorDavid Gaebler
    
    
    47
    
    
    Director
 Mr. Andrew S. Lerner
 Mr. Stephen B. Galasso
  68




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Mr. D. James Daras
 Brett G. Baris
  69




---



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Robert M. Lichten
 Mr. Frederick S. Hammer
  70




---



##### Table of Contents



Mr. Samuel J. Weinhoff
 Mr. David Gaebler
 Classified Board
  Director Independence
  Board Committees; Board and Committee Meetings
  Audit Committee
   71




---



##### Table of Contents



Audit Committee Report
      72




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##### Table of Contents



THE AUDIT COMMITTEERobert M. Lichten (Chairman)Frederick S. HammerSamuel J. Weinhoff
 Nominating Committee
     
    
    reviewing and approving our overall compensation strategy and policies;
 
    
    reviewing and approving corporate performance goals and objectives relevant to the
compensation of our executive officers and other senior management;
 
    
    determining the compensation and other terms of employment of our Chief Executive
Officer; and
 
    
    reviewing and approving the compensation and other terms of employment of the other
executive officers and senior management.
  73




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##### Table of Contents



Code of Conduct and Ethics
  Stockholder Communications with the Board of Directors
    Section 16(a) Beneficial Ownership Reporting Compliance
  
 ITEM 11. Executive Compensation
 Compensation Discussion and Analysis
   74




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
    
    each person known by us to be the beneficial owner of more than 5% of our
outstanding shares of common stock;
 
    
    each of our officers and directors; and
 
    
    all our officers and directors as a group.
   75




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##### Table of Contents



Number of
    
    
    Approximate Percentage ofShares of
    
    
    Outstanding Common StockName of Beneficial Owner
    
    Common Stock
    
    
    Beneficially Owned (1)Malibu Partners(2)
    
    
    1,943,780
    
    
    
    17.92
    %Polar Securities Inc. and affiliates(3)
    
    
    933,717
    
    
    
    8.61
    %QVT Financial L.P. and affiliates(4)
    
    
    817,472
    
    
    
    7.54
    %Bulldog
Investors and affiliates(5)
    
    
    696,800
    
    
    
    6.42
    %Deutsche Bank AG
    
    
    646,565
    
    
    
    5.96
    %Andrew S. Lerner(6)
    
    
    469,060
    
    
    
    4.47
    %Stephen B. Galasso(7)
    
    
    263,109
    
    
    
    2.51
    %Brett G. Baris
    
    
    234,530
    
    
    
    2.24
    %Robert M. Lichten
    
    
    234,530
    
    
    
    2.24
    %Frederick S. Hammer
    
    
    234,530
    
    
    
    2.24
    %D. James Daras
    
    
    90,276
    
    
    
    0.86
    %Samuel J. Weinhoff
    
    
    4,386
    
    
    
    0.04
    %All officers and directors as a group
    
    
    1,530,421
    
    
    
    14.60
    %
 
 (1)
    
    Assumes that 1,875,000 founders shares and the 8,610,300 units sold in the IPO and
over-allotment are outstanding, but not: (a) the exercise of the 8,610,300 warrants to
purchase shares of our common stock included in such units, (b) 525,000 shares of our common
stock included in the representative unit purchase option, (c) 525,000 shares of common stock
underlying warrants included in the representatives unit purchase option and (d) 2,300,000
shares of common stock underlying the founders warrants.
 (2)
    
    Includes shares that may be deemed beneficially owned by Malibu Partners LLC (Malibu) and
Kenneth J. Abdalla, each an affiliate of Malibu Partners LLC. Malibu Partners LLC has
delegated discretion to vote and dispose of the shares. The address of the principal business
office of each of Malibu Partners LLC and Kenneth J. Abdalla is 15332 Antioch Street, #582,
Pacific Palisades, CA 90272.
 (3)
    
    Includes shares that may be deemed beneficially owned by North Pole Capital Master Fund
(North Pole), an affiliate of Polar Securities Inc. (Polar Securities). Polar Securities
serves as the investment manager to North Pole and a number of discretionary accounts with
respect to which it has voting and dispositive authority over the shares. The address of the
principal business office of each of North Pole and Polar Securities is 372 Bay Street, 21st
floor, Toronto, Ontario M5H 2W9, Canada.
 (4)
    
    Includes shares that may be deemed beneficially owned by QVT Financial GP LLC, QVT Fund LP,
QVT Associates GP LLC, each an affiliate of QVT Financial LP. The address of the principal
business office of each of QVT Financial LP, QVT Financial GP LLC and QVT Associates GP LLC is
1177 Avenue of the Americas, 9th Floor, New York, New York 10036. The address of the
principal business office of QVT Fund LP is Walkers SPV, Walkers House, Mary Street, George
Town, Grand Cayman, KY1 9001 Cayman Islands.
 (5)
    
    Includes shares that may be deemed beneficially owned by Phillip Goldstein and Andrew Dakos,
each a principal of Bulldog Investors. The address of the principal place of business of
Bulldog Investors is Park 80 West, Plaza Two, Saddle Brook, NJ 07663.(6)
    
    Includes 90,000 shares beneficially owned by Mr. Lerners children and other family members.(7)
    
    The beneficial owner is the Stephen and Linda Galasso Family Trust.
  76




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ITEM 13. Certain Relationships, Related Transactions and Director Independence
  Number ofName
    
    Shares
    
    Relationship to UsAndrew S. Lerner
    
    
    469,060
    
    
    Chief Executive Officer and DirectorStephen B. Galasso
    
    
    263,109
    
    
    Senior Strategic Officer and DirectorBrett G. Baris
    
    
    234,530
    
    
    Executive Vice PresidentFrederick S. Hammer
    
    
    234,530
    
    
    DirectorRobert M. Lichten
    
    
    234,530
    
    
    DirectorMichael P. Esposito, Jr.
    
    
    120,937
    
    
    StockholderP. Carter Rise
    
    
    111,821
    
    
    AdvisorMatthew D. Vertin
    
    
    111,821
    
    
    AdvisorD. James Daras
    
    
    90,276
    
    
    Executive Vice President, Chief
Financial Officer and DirectorSamuel J. Weinhoff
    
    
    4,386
    
    
    Director1,875,000
  77




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ITEM 14. Principal Accounting Fees and Services
  Audit Fees
  Audit-Related Fees
  Tax Fees
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All Other Fees
  Pre-Approval Policy
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PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
 (a) The following documents are filed as a part of this Report:
 1. Financial Statements:
 
 2. Financial Statement Schedule(s):
  3. Exhibits:
  (b) Exhibits:
  (c) Financial Statement Schedules
  ExhibitNo.
    
    Description3.1
    
    
    Amended and Restated Certificate of Incorporation.(1)3.2
    
    
    By-laws.(1)4.1
    
    
    Specimen Unit Certificate.(1)4.2
    
    
    Specimen Common Stock Certificate.(1)4.3
    
    
    Specimen Warrant Certificate.(1)4.4
    
    
    Form of Warrant Agreement between American Stock Transfer &
Trust Company and the Registrant.(1)4.5
    
    
    Form of Unit Option Purchase Agreement between the Registrant
and Morgan Joseph & Co.(1)
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ExhibitNo.
    
    Description10.1
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. and
Andrew Lerner.(1)10.2
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. and
Stephen Galasso.(1)10.3
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. and
D. James Daras.(1)10.4
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. and
Robert M. Lichten.(1)10.5
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. and
Frederick Hammer.(1)10.6
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. and
Brett G. Baris.(1)10.7
    
    
    Letter Agreement among the Registrant, Morgan Joseph & Co. and
Samuel J. Weinhoff.(1)10.8
    
    
    Form of Investment Management Trust Agreement between American
Stock Transfer & Trust Company and the Registrant.(1)10.9
    
    
    Form of Securities Escrow Agreement between the Registrant,
American Stock Transfer & Trust. Company and the Initial
Stockholders.(1)10.10
    
    
    Form of Registration Rights Agreement among the Registrant and
the Initial Stockholders.(1)10.11
    
    
    Office Services Agreement dated October 2, 2007 by and among
the Registrant and Inter-Atlantic Management Services LLC.(1)10.12
    
    
    Warrant Purchase Agreement between the Registrant and the
Initial stockholders.(1)10.13
    
    
    Form of Promissory Note, dated January 31, 2007, issued to
Inter-Atlantic Management Services LLC in the amount of
$250,000.(1)10.14
    
    
    Revolving Line of Credit Agreement.(1)14.1
    
    
    Code of Ethics.(1)31.1
    
    
    Chief Executive Officer Certification Pursuant to Rule
13A-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934.31.2
    
    
    Chief Financial Officer Certification Pursuant to Rule
13A-14(a) or Rule 15d-14(a) of the Securities Exchange Act of
1934.32.1
    
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.99.1
    
    
    Audit Committee Charter.(1)99.2
    
    
    Nominating Committee Charter.(1)
 (1)
    
    Incorporated by reference to the corresponding exhibit filed with the
Registration Statement on Form S-1 (File No. 333-140690) with the SEC.  83




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INTER-ATLANTIC FINANCIAL, INC.By:
    /s/ Andrew LernerAndrew LernerTitle:
    Chief Executive Officer and Director
(Principal Executive Officer)Date: March 25, 2009  Signature
    
    Title
    
    Date/s/ Andrew Lerner

Andrew Lerner
    
    Chief Executive Officer and Director 
(principal
executive officer)
    
    March 25, 2009/s/ Stephen B. Galasso
    
    Senior Strategic Officer and Director
    
    March 25, 2009Stephen B. Galasso/s/ D. James Daras

D. James Daras
    
    Executive Vice President, 
Chief
Financial Officer and Director
(Principal Financial and Accounting Officer)
    
    March 25, 2009/s/ Robert M. Lichten

Robert M. Lichten
    
    Director
    
    March 25, 2009/s/ Frederick S. Hammer

Frederick S. Hammer
    
    Director
    
    March 25, 2009/s/ Samuel J. Weinhoff

Samuel J. Weinhoff
    
    Director
    
    March 25, 2009
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##### Table of Contents



EXHIBIT INDEX
 ExhibitNo.
    
    Description31.1
    
    
    Chief Executive Officer Certification Pursuant to Rule 13A-14(a)
or Rule 15d-14(a) of the Securities Exchange Act of 1934.31.2
    
    
    Chief Financial Officer Certification Pursuant to Rule 13A-14(a)
or Rule 15d-14(a) of the Securities Exchange Act of 1934.32.1
    
    
    Chief Executive Officer Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2
    
    
    Chief Financial Officer Certification Pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
  85