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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, 2007
 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
  Name of each exchangeTitle of each class
    
    on which registeredUnits, each consisting of one share of
Common Stock, $0.0001 par value, and one Warrant
    
    American Stock ExchangeCommon Stock included in the Units
    
    American Stock ExchangeWarrants included in the Units
    
    American Stock Exchange
 None
 o þ
 o þ
 þ o
 o
  Large accelerated filer o   
    Accelerated filer
o
    Non-accelerated filer o
    Smaller reporting company
þ(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS
 PageForward-Looking Statements
    
    
    3ITEM 1. Business
    
    
    4ITEM 1A. Risk Factors
    
    
    20ITEM 1B. Unresolved Staff Comments
    
    
    38ITEM 2. Properties
    
    
    38ITEM 3. Legal Proceedings
    
    
    39ITEM 4. Submission of Matters to a Vote of Security Holders
    
    
    39ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
    
    
    40ITEM 6. Selected Financial Data
    
    
    42ITEM 7. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    42ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
    
    
    46ITEM 8. Financial Statements and Supplementary Data
    
    
    47ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
    
    
    61ITEM 9A. Controls and Procedures
    
    
    61ITEM 9B. Other Information
    
    
    61ITEM 10. Directors, Executive Officers and Corporate Governance
    
    
    62ITEM 11. Executive Compensation
    
    
    68ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    68ITEM 13. Certain Relationships, Related Transactions and Director
Independence
    
    
    70ITEM 14. Principal Accounting Fees and Services
    
    
    72ITEM 15. Exhibits and Financial Statement Schedules
    
    
    74Ex-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 American Stock Exchange or
inability to have our securities listed on the American Stock Exchange 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.
  3




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PART I
 
 ITEM 1. Business
 General
    
    
    payment processing;
    
    processors of transactions or information;
    
    financial data, analysis and content providers;
    
    banking, insurance and asset management software, security and outsourcing providers;
    
    brokerage, eFinance, and other web-oriented financial businesses;
    
    credit, debit and prepaid card technology and distribution;
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
    
    emerging technologies such as PIN, mobile and contactless payment delivery systems; and
    
    service providers supporting the consumer and commercial finance, servicing, asset
management and insurance businesses.
    
    
    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
   7




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We have not selected a target business
  Sources of target businesses
  Selection of a target business and structuring of a business combination
     8




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Fair Market Value of Target Business
  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.
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Limited ability to evaluate the target business management
  Opportunity for stockholder approval of business combination
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Redemption rights
   11




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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.
In addition, Mr. Weinhoff, one of our directors, serves on the board
of directors of two insurance companies. 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.
    
    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 (2.25% as of March 18, 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.
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
    
    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.
  
    
    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
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ITEM 1A. Risk Factors
 An investment in our securities involves a high degree of risk. An investor should consider
carefully all of the material risks described below, together with the other information contained
in this Report before making a decision to invest in our securities. If any of the following
events occur, our business, financial condition and operating results may be materially adversely
affected. In that event, the trading price of our securities could decline, and a security holder
could lose all or part of its investment.
 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.
  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.
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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.
  The terms on which we may effect a business combination can be expected to become less favorable as
we approach our 24 month deadline.
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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.
    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 American
Stock Exchange 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.
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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.
  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.
  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.
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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 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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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.
  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.
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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;
    
    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.
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
    
    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.
  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.
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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.
  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.
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Our initial stockholders, including our officers and directors, control a substantial interest in
us and thus may influence certain actions requiring stockholder vote.
  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.
  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.
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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 American Stock Exchange 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.
   
    
    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;
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
    
    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.
  
    
    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.
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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.
  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.
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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.
    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.
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Operational risks may disrupt our business, result in regulatory action against us or limit our
growth.
  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
  
 ITEM 2. Properties
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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
    
    
    LowFourth Quarter of
year ended December
31, 2007 
(from
October 3, 2007)
    
    $
    8.25
    
    
    $
    8.01
    
    
    $
    7.34
    
    
    $
    7.25
    
    
    $
    0.95
    
    
    $
    0.84First Quarter of
year ending
December 31, 2008

(to March 18, 2008)
    
    $
    8.10
    
    
    $
    7.84
    
    
    $
    7.48
    
    
    $
    7.26
    
    
    $
    0.87
    
    
    $
    0.30
 Holders of Common Equity
  Dividends
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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
  Use of Proceeds from our Initial Public Offering
   41




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ITEM 6. Selected Financial Data
  As ofBalance Sheet Data:
    
    December 31, 2007Working capital (deficiency)
    
    $
    (323,348
    )Total assets
    
    
    68,948,688Total liabilities
    
    
    22,953,199Value of common stock which may be redeemed for cash ($7.96 per share)
    
    
    20,547,927Stockholders equity
    
    
    45,995,489
 
 ITEM 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations
 Overview
    42




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
    
    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.
   43




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Off-Balance Sheet Arrangements
  Contractual Obligations
   44




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Liquidity and Capital Resources
     45




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ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
   46




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ITEM 8. Financial Statements and Supplementary Data
  Report of Independent Registered Public Accounting Firm
    
    
    48Balance Sheet as of December 31, 2007
    
    
    49Statement of Operations for the period from January 12, 2007 (inception)
to December 31, 2007
    
    
    50Statement of Stockholders Equity for the period from January 12, 2007
(inception) to December 31, 2007
    
    
    51Statement of Cash Flows for the period from January 12, 2007 (inception)
to December 31, 2007
    
    
    52Notes to Financial Statements
    
    
    53
  47




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48




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Inter-Atlantic
Financial, Inc.
(a corporation in the development stage)
BALANCE SHEET
December 31, 2007
 ASSETSCurrent AssetsCash
    
    $
    6,967Prepaid insurance
    
    
    146,250Total current assets
    
    
    153,217Other AssetsCash held in Trust Account
    
    
    68,725,471Deferred tax assets
    
    
    70,000Total other assets
    
    
    68,795,471Total assets
    
    $
    68,948,688LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccrued expenses
    
    $
    35,250Accrued offering costs
    
    
    146,755Income taxes payable
    
    
    248,000Delaware franchise tax payable
    
    
    46,560Total current liabilities
    
    
    476,565Long-term LiabilitiesDeferred underwriters fee
    
    
    1,928,707Common stock, subject to possible redemption, 2,582,229 shares at conversion value
    
    
    20,547,927Total liabilities
    
    
    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
    
    
    1,049Additional paid-in capital
    
    
    45,727,725Earnings accumulated during the development stage
    
    
    266,715Total stockholders equity
    
    
    45,995,489Total liabilities and stockholders equity
    
    $
    68,948,688
  49




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Inter-Atlantic Financial, Inc.(a
corporation in the development stage)
STATEMENT OF OPERATIONS
For the period from January 12, 2007 (inception) to December 31, 2007
 Revenue
    
    $
    Formation and operating costs
    
    
    156,678Loss from operation
    
    
    (156,678
    )Interest income
    
    
    601,393Net income before provision for income taxes
    
    
    444,715Provision for income taxes
    
    
    178,000Net income
    
    
    266,715Maximum number of shares subject to possible conversion:Approximate weighted average number of shares
    
    
    606,000Income per share amount, basic and diluted
    
    $
    Approximate weighted average number of common shares
outstanding (not subject to possible conversion):Basic
    
    
    3,290,000Diluted
    
    
    4,168,000Net income per common share not subject to possible conversion:Basic
    
    $
    0.08Diluted
    
    $
    0.06
  50




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##### Table of Contents



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, 2007
 IncomeAccumulatedCommon
    
    
    
    
    
    
    Additional
    
    
    During the
    
    
    TotalStock
    
    
    
    
    
    
    Paid-in
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Capital
    
    
    Stage
    
    
    EquityBalances at January 12, 2007
(inception)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Issuance of common stock to
founders
    
    
    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 pursuant 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
    
    
    $
    45,995,489
  51




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Inter-Atlantic
Financial, Inc.
(a
corporation in the development stage)
STATEMENT OF CASH FLOWS
For the period from January 12, 2007 (inception) to December 31, 2007
 Cash
flows from operating activities:Net income
    
    $
    266,715Adjustment to reconcile net income to net cash provided by operating activities:Deferred income tax benefit
    
    
    (70,000
    )Increase (decrease) in cash attributable to changes in operating assets and
 liabilities:Prepaid insurance
    
    
    (146,250
    )Accrued expenses
    
    
    35,250Delaware franchise tax payable
    
    
    46,560Income taxes payable
    
    
    248,000Net cash provided by operating activities
    
    
    380,275Cash
flows from investing activities:Cash held in trust account
    
    
    (68,725,471
    )Cash flows from financing activities:Proceeds from issuance of common stock to founders
    
    
    25,000Proceeds from notes payable, affiliate
    
    
    250,000Gross proceeds of public offering
    
    
    68,882,400Proceeds from issuance of warrants in private placement
    
    
    2,300,000Proceeds from issuance of underwriters purchase option
    
    
    100Repayment of notes payable, affiliate
    
    
    (250,000
    )Payments of offering costs
    
    
    (2,855,337
    )Net cash provided by financing activities
    
    
    68,352,163Net increase in cash
    
    
    6,967Cash, beginning of period
    
    
    Cash, end of period
    
    $
    6,967Supplemental disclosure of non-cash financing activities:Deferred underwriters fees
    
    $
    1,928,707Accrued offering costs
    
    $
    146,755
  52




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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
     53




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NOTE BINITIAL PUBLIC OFFERING AND OVER-ALLOTMENT OPTION EXERCISE
    54




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NOTE CSUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of presentation:
  Development Stage Company:
  Earnings Per Share:
   Concentration of credit risk:
  Fair value of financial instruments:
   55




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Use of estimates:
  Income tax:
  Accounting for Uncertainty in Income taxes
 Recently Issued Accounting Pronouncements:
    56




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Redeemable Common Stock:
   NOTE DTRUST ACCOUNT
  NOTE ERELATED PARTY TRANSACTIONS
   57




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NOTE FINCOME TAXES
  Current:Federal
    
    $
    152,000State and City
    
    
    96,000248,000Deferred:Federal
    
    
    (45,000
    )State and City
    
    
    (25,000
    )(70,000
    )$
    178,000
  58




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##### Table of Contents



Federal statutory rate
    
    
    34
    %State and city taxes, net of Federal benefit
    
    
    640
    %
  NOTE GUNDERWRITERS COMPENSATION
      59




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NOTE HPREFERRED STOCK
  NOTE ISUBSEQUENT EVENT
   60




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##### Table of Contents



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
   61




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PART III
 
 ITEM 10. Directors,
Executive Officers and Corporate GovernanceDirectors and Executive Officer
  Name
    
    Age
    
    PositionAndrew S. Lerner
    
    
    42
    
    
    Chief Executive Officer and DirectorStephen B. Galasso
    
    
    59
    
    
    Senior Strategic Officer and DirectorD. James Daras
    
    
    54
    
    
    Executive Vice President, Chief Financial
Officer and DirectorBrett G. Baris
    
    
    33
    
    
    Executive Vice PresidentRobert M. Lichten
    
    
    67
    
    
    DirectorFrederick S. Hammer
    
    
    71
    
    
    DirectorSamuel J. Weinhoff
    
    
    57
    
    
    Director
 Mr. Andrew S. Lerner
 Mr. Stephen B. Galasso
  62




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Mr. D. James Daras
 Mr. Brett G. Baris
  63




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Mr. Robert M. Lichten
 Mr. Frederick S. Hammer
 Mr. Samuel J. Weinhoff
 Classified Board
   64




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Director Independence
  Board Committees; Board and Committee Meetings
  Audit Committee
    Audit Committee Report
   65




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Nominating Committee
    66




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##### Table of Contents




    
    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.
 Code of Conduct and Ethics
  Stockholder Communications with the Board of Directors
    Section 16(a) Beneficial Ownership Reporting Compliance
   67




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ITEM 11. Executive Compensation
 Compensation Discussion and Analysis
    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.
  68




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##### Table of Contents



Number of
    
    
    Approximate Percentage ofShares of
    
    
    Outstanding Common StockName of Beneficial Owner
    
    Common Stock
    
    
    Beneficially Owned (1)HBK
Investments L.P. and affiliates(2)
    
    
    1,045,000
    
    
    
    9.97
    %Polar
Securities Inc. and affiliates(3)
    
    
    887,150
    
    
    
    8.46
    %QVT
Financial L.P. and affiliates(4)
    
    
    794,400
    
    
    
    7.58
    %JMG Capital
Management, Inc. and affiliates(5)
    
    
    785,880
    
    
    
    7.50
    %Bulldog
Investors and affiliates(6)
    
    
    716,800
    
    
    
    6.84
    %Weiss Asset
Management, LLC and affiliates(7)
    
    
    693,100
    
    
    
    6.61
    %The Baupost
Group L.L.C. and affiliates(8)
    
    
    575,000
    
    
    
    5.48
    %Andrew S.
Lerner(9)
    
    
    469,060
    
    
    
    4.47
    %Stephen B.
Galasso(10)
    
    
    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 HBK Services LLC (Services), HBK Partners II
L.P., HBK Management LLC, HBK Master Fund L.P., each an affiliate of HBK Investments L.P. HBK
Investments L.P. has delegated discretion to vote and dispose of the shares to Services. The address of
the principal business office of each of HBK Investments L.P., HBK Services LLC, HBK Partners II L.P.
and HBK Management LLC is 300 Crescent Court, Suite 700, Dallas, Texas 75201. The address of the
principal business office of HBK Master Fund L.P. is c/o HBK Services LLC, 300 Crescent Court, Suite
700, Dallas, Texas 75201.(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)
    
    Including shares that may be deemed beneficially owned by Jonathan M. Glaser, JMG Capital Management,
LLC (JMG LLC), Daniel Albert David, Roger Richter, Pacific Assets Management, LLC (PAM), Pacific
Capital Management, Inc. (PCM) and JMG Triton Offshore Fund, Ltd. (the Fund), each an affiliate of
JMG Capital Management, Inc. (JMG Inc.). PAM and JMG LLC are investment advisers whose clients have
the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Stock. No client other than the Fund separately holds more than five percent of the outstanding
Stock. PAM is the investment adviser to the Fund and PCM is a member of PAM. JMG LLC is the general
partner and investment adviser of an investment limited partnership and JMG Inc. is a member of JMG LLC.
Mr. Glaser, Mr. David and Mr. Richter are control persons of PCM and PAM. Mr. Glaser is the control
person of JMG Inc. and JMG LLC. The principal business office of JMG Inc., JMG LLC and Mr. Glaser is
11601 Wilshire Boulevard, Suite 2180, Los Angeles, CA 90025. The principal business office of PAM, PCM
and Mr. David is 100 Drakes Landing, Suite 207, Greenbrae, CA 94904. The principal business office of
Mr. Richter is One Sansome Street, 39th Floor, San Francisco, CA 94104. The principal business office of
the Fund is Ogier Fiduciary Services (BVI) Ltd, Nemours Chambers, PO Box 3170, Road Town, Tortola, BVI,
VG1110.(6)
    
    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.(7)
    
    Includes shares that may be deemed beneficially owned by Weiss Capital, LLC (Weiss Capital) and Andrew
M. Weiss, each an affiliate of Weiss Asset Management, LLC (Weiss Asset Management). The address of
the principal business office of each of Weiss Asset Management, Weiss Capital, and Dr. Weiss is 29
Commonwealth Avenue, 10th Floor, Boston, Massachusetts 02116.(8)
    
    Includes shares that may be deemed beneficially owned by SAK Corporation and Seth A. Klarman, each an
affiliate of The Baupost Group, L.L.C. (Baupost). SAK Corporation is the Manager of Baupost. Seth A.
Klarman is the sole Director of SAK Corporation and a controlling person of Baupost. The principal
business address of each of Baupost, SAK Corporation and Seth A. Klarman is 10 St. James Avenue, Suite
1700 Boston, Massachusetts 02116.(9)
    
    Includes 90,000 shares beneficially owned by Mr. Lerners children and other family members.(10)
    
    The beneficial owner is the Stephen and Linda Galasso Family Trust.    69




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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
   70




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71




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ITEM 14. Principal Accounting Fees and Services
  Audit Fees
   72




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Audit-Related Fees
  Tax Fees
  All Other Fees
  Pre-Approval Policy
   73




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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)10.1
    
    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)
  74




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ExhibitNo.
    
    Description10.6
    
    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.  75




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SIGNATURES
  INTER-ATLANTIC FINANCIAL, INC./s/ Andrew LernerBy: Andrew LernerTitle:
    Chief Executive Officer and Director
(Principal Executive Officer)Date: March28, 2008  Signature
    
    Title
    
    Date/s/ Andrew Lerner
Andrew Lerner
    
    Chief Executive Officer and Director
(principal executive officer)
    
    March 28, 2008/s/ Stephen B. Galasso
    
    Senior Strategic Officer and Director
    
    March 28, 2008Stephen B. Galasso/s/ D. James Daras
D. James Daras
    
    Executive Vice President,Chief Financial
Officer and Director(Principal Financial
and Accounting Officer)
    
    March 28, 2008/s/ Robert M. Lichten
    
    Director
    
    March 28, 2008Robert M. Lichten/s/ Frederick S. Hammer
    
    Director
    
    March 28, 2008Frederick S. Hammer
  76




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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.
  77