**UNITEDSTATES**

**SECURITIESANDEXCHANGECOMMISSION**

**Washington, DC 20549**

 

**FORM 10-Q**

 

| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                            SECURITIES EXCHANGE ACT OF 1934 |
|---|--------------------------------------------------------------------------------------------------------------------|

 

For            the quarterly period ended September 30, 2007

 

or

 

| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                            SECURITIES EXCHANGE ACT OF 1934 |
|---|---------------------------------------------------------------------------------------------------------------------|

 

Commission file number: 001-33342

 

__________________________

**SYMMETRY HOLDINGS INC.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    |   | **20-4790836**                       |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                            |   |                                 |
| **28 W. 44th STREET**

**16th FLOOR**

**NEW YORK, NEW YORK**   |   | **10036**                            |
| (Address of principal executive offices)                        |   | (Zip Code)                           |

 

**(646) 429-1505**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the Registrant (1) has filed all reports            required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12            months (or for such shorter period that the Registrant was required to file such            reports), and (2) has been subject to such filing requirements for the past 90 days.            YesxNoo

 

Indicate by check mark whether the registrant is a large accelerated            filer, an accelerated filer, or a non-accelerated filer. See definition of            “accelerated filer and large accelerated filer” in Rule 12b-2 of the            Exchange Act.

| Large Accelerated Filero | Accelerated Filero | Non-Accelerated Filerx |
|--------------------------|--------------------|------------------------|

 

Indicated by check mark whether the Registrant is a shell company (as            defined in Rule 12b-2 of the Exchange Act). YesxNoo

 

As of            September 30, 2007, 23,437,500 shares of the registrant’s common stock, par value            $0.001 per share, were outstanding.

             

----

**SYMMETRY HOLDINGS INC.**

**Table of Contents**

 

|                                                                                                                               | **Page** |
|------------------------------------------------------------------------------------------------------------------------------------|----------|
| **PART I – FINANCIAL INFORMATION**                                                                                           |
| **Item 1. Financial Statements**                                                                                                   | 1        |
| Consolidated Balance Sheets                                                                                                        | 1        |
| Consolidated Statements of Income                                                                                                  | 2        |
| Consolidated Statements of Stockholders’ Equity                            (Deficit)                                         | 3        |
| Consolidated Statements of Cash Flows                                                                                              | 4        |
| Notes to Consolidated Financial Statements                                                                                         | 5        |
| **Item 2. Management’s Discussion and Analysis of                            Financial Condition and Results of Operations** | 11       |
| **Item 3. Quantitative and Qualitative Disclosures                            about Market Risk**                                  | 16       |
| **Item 4. Controls and Procedures**                                                                                                | 16       |
| **PART II – OTHER INFORMATION**                                                                                              |
| **Item 1. Legal Proceedings**                                                                                                      | 17       |
| **Item 2. Unregistered Sales of Equity Securities and                            Use of Proceeds**                                 | 17       |
| **Item 3. Defaults upon Senior                            Securities**                                                             | 17       |
| **Item 4. Submission of Matters to a Vote of Security                            Holders**                                         | 17       |
| **Item 5. Other Information**                                                                                                      | 17       |
| **Item 6. Exhibits**                                                                                                               | 17       |
| **SIGNATURES**                                                                                                                     | 18       |
|                                                                                                                               |     |
|                                                                                                                               |
|                                                                                                                               |
|                                                                                                                                    |          |  |

 

 

 

 

|   | *(i)* |
|--------|-------|

 

----

**PART I – FINANCIAL INFORMATION**

**Item 1. Financial Statements.**

**SYMMETRY HOLDINGS INC.**

(a            development stage company)

**Consolidated Balance Sheets**

 

|                                                                                                                                    |   | **September 30,****2007****(Unaudited)** |        |   |   | **December 31,****2006****(Audited)** |   |
|-----------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------|-------------|--------|--------|---------------------------------------|--------|
| **ASSETS**                                                                                                                              |   |                                     |        |   |   |                                  |   |   |   |
| **Current assets:**                                                                                                                     |   |                                     |        |   |   |                                  |   |   |   |
| Cash                                                                                                                                    |   | $                                        | 1,274,490   |   |   |                                  | $      | 261,729 |   |
| Cash and cash equivalents held in trust                            accounts                                                             |   |                                     | 146,882,348 |   |   |                                  |   | — |   |
| Restricted cash                                                                                                                         |   |                                     | 1,250,000   |   |   |                                  |   | — |   |
| Deferred offering costs                                                                                                                 |   |                                     | —     |   |   |                                  |   | 443,224 |   |
| Deferred acquisition costs                                                                                                              |   |                                     | 3,131,958   |   |   |                                  |   | — |   |
| Prepaid and other assets                                                                                                                |   |                                     | 157,586     |   |   |                                  |   | 9,301 |   |
| **Total current assets**                                                                                                                |   |                                     | 152,696,382 |   |   |                                  |   | 714,254 |   |
| **Fixed assets**                                                                                                                        |   |                                     |        |   |   |                                  |   |   |   |
| Equipment                                                                                                                               |   |                                     | 36,621      |   |   |                                  |   | — |   |
| Accumulated Depreciation                                                                                                                |   |                                     | (5,393      | )      |   |                                  |   | — |   |
| **Total fixed assets**                                                                                                                  |   |                                     | 31,228      |   |   |                                  |   | — |   |
| **Other assets**                                                                                                                        |   |                                     |        |   |   |                                  |   |   |   |
| Other Assets                                                                                                                            |   |                                     | 11,113      |   |   |                                  |   | — |   |
| Deferred Taxes                                                                                                                          |   |                                     | 571         |   |   |                                  |   | — |   |
| **Total other assets**                                                                                                                  |   |                                     | 11,684      |   |   |                                  |   | — |   |
| **Total Assets**                                                                                                                        |   | $                                        | 152,739,294 |   |   |                                  | $      | 714,254 |   |
| **LIABILITIES AND STOCKHOLDERS’ EQUITY                            (DEFICIT)**                                                     |   |                                     |        |   |   |                                  |   |   |   |
| **Current                            liabilities**:                                                                                     |   |                                     |        |   |   |                                  |   |   |   |
| Accrued expenses                                                                                                                        |   | $                                        | 2,203,774   |   |   |                                  | $      | 357,165 |   |
| Note payable, related party                                                                                                             |   |                                     | —     |   |   |                                  |   | 500,000 |   |
| Deferred underwriting fees                                                                                                              |   |                                     | 6,000,000   |   |   |                                  |   | — |   |
| Accrued taxes                                                                                                                           |   |                                     | 259,790     |   |   |                                  |   | — |   |
| **Total current liabilities**                                                                                                           |   |                                     | 8,463,564   |   |   |                                  |   | 857,165 |   |
| **Stockholders’ Equity (Deficit)**                                                                                                |   |                                     |        |   |   |                                  |   |   |   |
| Preferred stock: $.001 par value; authorized 10,000,000                            shares; none issuedand outstanding                   |   |                                     | —     |   |   |                                  |   | — |   |
| Common stock, $.001 par value; authorized 100,000,000                            shares; issued andoutstanding 23,437,500 and 4,687,500 |   |                                     | 23,437      |   |   |                                  |   | 4,687 |   |
| Additional paid-in-capital                                                                                                              |   |                                     | 142,341,524 |   |   |                                  |   | — |   |
| Retained earnings (deficit accumulated) during the                            development stage                                         |   |                                     | 1,910,769   |   |   |                                  |   | (147,598 | ) |
| **Total stockholders’ equity                            (deficit)**                                                               |   |                                     | 144,275,730 |   |   |                                  |   | (142,911 | ) |
| **Total liabilities and stockholders’ equity                            (deficit)**                                               |   | $                                        | 152,739,294 |   |   |                                  | $      | 714,254 |   |

 

See            Accompanying Notes to Consolidated Financial Statements

 

|   | 1 |
|--------|---|

 

----

**SYMMETRY HOLDINGS INC.**

(a            development stage company)

**Consolidated Statements of Income**

**(unaudited)**

 

|                                                                                     |   | **Three months****ended****September 30, 2007** |       |   |   | **Three months****ended****September 30, 2006** |   |      |   | **Nine months****ended****September 30, 2007** |   |   |       | **For the period****April 26, 2006****(date of inception)****through****September 30, 2006** |   |   |   | **For the period****April 26, 2006****(date of inception)****through****September 30, 2007** |   |
|------------------------------------------------------------------------------------------|--------|-------------------------------------------------|------------|--------|--------|-------------------------------------------------|--------|-----------|--------|------------------------------------------------|--------|--------|------------|----------------------------------------------------------------------------------------------|--------|--------|--------|----------------------------------------------------------------------------------------------|--------|
|                                                                                     |   |                                            |       |   |   |                                            |   |      |   |                                           |   |   |       |                                                                                         |   |   |   |                                                                                         |   |   |   |   |   |   |
| Formation and operating costs                                                            |   | $                                               | (365,129   | )      |   |                                            | $      | (79,755   | )      |                                           |   | $      | (944,164   | )                                                                                            |   |   | $      | (93,633                                                                                      | )      |   |   | $ | (1,088,436 | ) |
| Loss before interest and income taxes                                                    |   |                                            | (365,129   | )      |   |                                            |   | (79,755   | )      |                                           |   |   | (944,164   | )                                                                                            |   |   |   | (93,633                                                                                      | )      |   |   |   | (1,088,436 | ) |
|                                                                                     |   |                                            |       |   |   |                                            |   |      |   |                                           |   |   |       |                                                                                         |   |   |   |                                                                                         |   |   |   |   |   |   |
| Interest income (expense), net                                                           |   |                                            | 1,928,274  |   |   |                                            |   | (266      | )      |                                           |   |   | 4,260,805  |                                                                                         |   |   |   | (1,141                                                                                       | )      |   |   |   | 4,257,479 |   |
| Income tax                                                                               |   |                                            | (622,179   | )      |   |                                            |   | —   |   |                                           |   |   | (1,258,274 | )                                                                                            |   |   |   | —                                                                                      |   |   |   |   | (1,258,274 | ) |
| Net income (loss)                                                                        |   | $                                               | 940,966    |   |   |                                            | $      | (80,021   | )      |                                           |   | $      | 2,058,367  |                                                                                         |   |   | $      | (94,774                                                                                      | )      |   |   | $ | 1,910,769 |   |
|                                                                                     |   |                                            |       |   |   |                                            |   |      |   |                                           |   |   |       |                                                                                         |   |   |   |                                                                                         |   |   |   |   |   |   |
| Net income (loss) per share – basic                                                |   | $                                               | 0.04       |   |   |                                            | $      | (0.02     | )      |                                           |   | $      | 0.11       |                                                                                         |   |   | $      | (0.02                                                                                        | )      |   |   | $ | 0.16 |   |
| Net income (loss) per share – diluted                                              |   | $                                               | 0.03       |   |   |                                            | $      | (0.02     | )      |                                           |   | $      | 0.09       |                                                                                         |   |   | $      | (0.02                                                                                        | )      |   |   | $ | 0.13 |   |
| Weighted average number of shares outstanding —                            basic   |   |                                            | 23,437,500 |   |   |                                            |   | 4,687,500 |   |                                           |   |   | 18,784,722 |                                                                                         |   |   |   | 4,687,500                                                                                    |   |   |   |   | 11,965,225 |   |
| Weighted average number of shares outstanding —                            diluted |   |                                            | 29,839,147 |   |   |                                            |   | 4,687,500 |   |                                           |   |   | 23,322,079 |                                                                                         |   |   |   | 4,687,500                                                                                    |   |   |   |   | 14,307,645 |   |

 

See            Accompanying Notes to Consolidated Financial Statements

 

|   | 2 |
|--------|---|

 

----

**SYMMETRY HOLDINGS INC.**

(a            development stage company)

**Consolidated Statements of Stockholders’ Equity            (Deficit)**

**For the period from April 26, 2006 (date of inception)**

**through September 30, 2007**

**(unaudited)**

 

 

|                                                                                                | **Common Stock** |       | **Additional****Paid-in Capital**                                                                        |   | **Retained****Earnings****(Deficit****Accumulated)****During the****Development****Stage**                                                                       |   | **Total**                                                                                                                                                                    |
|-----------------------------------------------------------------------------------------------------|------------------|------------|----------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Shares**                                                                                          |             | **Amount** |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| **Balance – April 30, 2006**

**(date of inception)**                                         | -                |       | $                                          - |   | $                                                                         - |   | $                                                                           - |   | $                                                                        - |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| Common stock issued during the period                                                               | 4,687,500        |       | 4,687                                                                                                    |   | -                                                                                                                                                                |   | -                                                                                                                                                                            |   | 4,687 |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| Net loss                                                                                            | -                |       | -                                                                                                        |   | -                                                                                                                                                                |   | (147,598)                                                                                                                                                                    |   | (147,598) |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| **Balance at December 31, 2006**                                                                    | 4,687,500        |       | 4,687                                                                                                    |   | -                                                                                                                                                                |   | (147,598)                                                                                                                                                                    |   | (142,911) |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| **Issuance of Warrants on March 5, 2007**                                                           | -                |       | -                                                                                                        |   | 3,750,000                                                                                                                                                        |   | -                                                                                                                                                                            |   | 3,750,000 |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| **Issuance of common stock on March 12, 2007, net of                            offering expenses** | 18,750,000       |       | 18,750                                                                                                   |   | 137,591,524                                                                                                                                                      |   | -                                                                                                                                                                            |   | 137,610,274 |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| **Issuance of Warrants on June 21, 2007**                                                           | -                |       | -                                                                                                        |   | 1,000,000                                                                                                                                                        |   | -                                                                                                                                                                            |   | 1,000,000 |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| **Net income**                                                                                      | -                |       | -                                                                                                        |   | -                                                                                                                                                                |   | 2,058,367                                                                                                                                                                    |   | 2,058,367 |
|                                                                                                |             |       |                                                                                                     |   |                                                                                                                                                             |   |                                                                                                                                                                         |   |   |
| **Balance – September 30, 2007**                                                              | 23,437,500       |       | $      23,437                                                                   |   | $  142,341,524                                                                                                                                              |   | $      1,910,769                                                                                                                                         |   | $  144,275,730 |

 

See            Accompanying Notes to Consolidated Financial Statements

 

|   | 3 |
|--------|---|

 

----

**SYMMETRY HOLDINGS INC.**

(a            development stage company)

**Consolidated Statements of Cash Flows**

**(unaudited)**

 

|                                                                                                                    |   | **Nine months****ended****September 30,****2007** |         |   |   | **For the period****from April****26, 2006****(inception) to****September 30,****2006** |   |    |   | **For the period****from April 26, 2006****(inception) to****September 30,****2007** |   |
|-------------------------------------------------------------------------------------------------------------------------|--------|---------------------------------------------------|--------------|--------|--------|-----------------------------------------------------------------------------------------|--------|---------|--------|--------------------------------------------------------------------------------------|--------|
| **Cash flows from operating activities:**                                                                               |   |                                              |         |   |   |                                                                                    |   |    |   |                                                                                 |   |   |   |   |
| Net income (loss)                                                                                                       |   | $                                                 | 2,058,367    |   |   |                                                                                    | $      | (94,774 | )      |                                                                                 |   | $ | 1,910,769 |   |
| **Adjustments to reconcile net income (loss) to net                            cash provided by operating activities:** |   |                                              |         |   |   |                                                                                    |   |    |   |                                                                                 |   |   |   |   |
| Depreciation                                                                                                            |   |                                              | 5,393        |   |   |                                                                                    |   | — |   |                                                                                 |   |   | 5,393 |   |
| Deferred Taxes                                                                                                          |   |                                              | (571         | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (571 | ) |
| (Increase) Decrease in other current assets                                                                             |   |                                              | (148,285     | )      |   |                                                                                    |   | 1,564   |   |                                                                                 |   |   | (148,285 | ) |
| Increase (Decrease) in accounts payable                                                                                 |   |                                              | (123,910     | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (116,046 | ) |
| Increase (Decrease) in accrued taxes                                                                                    |   |                                              | 259,790      |   |   |                                                                                    |   |    |   |                                                                                 |   |   | 259,790 |   |
| Increase (Decrease) in other current                            liabilities                                             |   |                                              | 206,082      |   |   |                                                                                    |   |    |   |                                                                                 |   |   | 206,082 |   |
| (Increase) Decrease in other non- current                            assets                                             |   |                                              | (11,113      | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (11,113 | ) |
| **Net cash provided by (used in) operating                            activities**                                      |   |                                              | 2,245,753    |   |   |                                                                                    |   | (93,210 | )      |                                                                                 |   |   | 2,106,019 |   |
| **Cash flows from investing activities:**                                                                               |   |                                              |         |   |   |                                                                                    |   |    |   |                                                                                 |   |   |   |   |
| Cash held in trust                                                                                                      |   |                                              | (143,700,000 | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (143,700,000 | ) |
| Increase in investments in trust                                                                                        |   |                                              | (3,182,348   | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (3,182,348 | ) |
| Deposit of cash into escrow                                                                                             |   |                                              | (1,250,000   | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (1,250,000 | ) |
| Increase in deferred acquisition costs                                                                                  |   |                                              | (1,134,266   | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (1,134,266 | ) |
| Purchase of equipment                                                                                                   |   |                                              | (36,621      | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (36,621 | ) |
| **Net cash used in investing activities**                                                                               |   |                                              | (149,303,235 | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (149,303,235 | ) |
| **Cash flows from financing activities:**                                                                               |   |                                              |         |   |   |                                                                                    |   |    |   |                                                                                 |   |   |   |   |
| Gross proceeds from public offering - units                                                                             |   |                                              | 150,000,000  |   |   |                                                                                    |   | — |   |                                                                                 |   |   | 150,000,000 |   |
| Gross proceeds from private offering -                            warrants                                              |   |                                              | 4,750,000    |   |   |                                                                                    |   | — |   |                                                                                 |   |   | 4,750,000 |   |
| Gross proceeds from private offering – common                            stock                                    |   |                                              | —      |   |   |                                                                                    |   | 4,687   |   |                                                                                 |   |   | 4,687 |   |
| Payment of offering costs                                                                                               |   |                                              | (6,179,757   | )      |   |                                                                                    |   | (49,620 | )      |                                                                                 |   |   | (6,282,981 | ) |
| Proceeds from notes payable – related                            party                                            |   |                                              | —      |   |   |                                                                                    |   | 500,000 |   |                                                                                 |   |   | 500,000 |   |
| Payment of note payable – related party                                                                           |   |                                              | (500,000     | )      |   |                                                                                    |   | — |   |                                                                                 |   |   | (500,000 | ) |
| **Net cash provided by financing                            activities**                                                |   |                                              | 148,070,243  |   |   |                                                                                    |   | 455,067 |   |                                                                                 |   |   | 148,471,706 |   |
| **Net increase in cash**                                                                                                |   |                                              | 1,012,761    |   |   |                                                                                    |   | 361,857 |   |                                                                                 |   |   | 1,274,490 |   |
| **Cash, beginning of period**                                                                                           |   |                                              | 261,729      |   |   |                                                                                    |   | — |   |                                                                                 |   |   | — |   |
| **Cash, end of period**                                                                                                 |   | $                                                 | 1,274,490    |   |   |                                                                                    | $      | 361,857 |   |                                                                                 |   | $ | 1,274,490 |   |
| **Supplement Disclosures of Cash Flow                            Information:**                                         |   |                                              |         |   |   |                                                                                    |   |    |   |                                                                                 |   |   |   |   |
| **Schedule of Non-cash Financing                            Transactions**                                              |   |                                              |         |   |   |                                                                                    |   |    |   |                                                                                 |   |   |   |   |
| Deferred underwriting fees and expenses                                                                                 |   | $                                                 | 6,000,000    |   |   |                                                                                    | $      | 283,445 |   |                                                                                 |   | $ | 6,000,000 |   |
| Accrued acquisition costs                                                                                               |   | $                                                 | 1,997,692    |   |   |                                                                                    | $      | — |   |                                                                                 |   | $ | 1,997,692 |   |
| Cash paid for interest                                                                                                  |   | $                                                 | 17,137       |   |   |                                                                                    | $      | — |   |                                                                                 |   | $ | 17,137 |   |
| Cash paid for income taxes                                                                                              |   | $                                                 | 998,900      |   |   |                                                                                    | $      | — |   |                                                                                 |   | $ | 998,900 |   |

 

 

See            Accompanying Notes to Consolidated Financial Statements

 

|   | 4 |
|--------|---|

 

----

**Symmetry Holdings Inc.**

**(a            development stage company)**

 

**Notes to Consolidated Financial Statements**

 

| **1.** | **BASIS OF PRESENTATION** |
|--------|---------------------------|

 

The accompanying interim consolidated financial statements of Symmetry            Holdings Inc. (“Symmetry”) should be read in conjunction with the financial            statements for the period ending December 31, 2006 and notes thereto contained in the            Company’s registration statement, effective March 6, 2007. Symmetry Holdings Inc.            is a Delaware corporation incorporated on April 26, 2006. The consolidated financial            statements include the accounts of Symmetry and its wholly-owned subsidiaries            Novamerican Steel Holdings Inc. ("Holdings"), Novamerican Steel Finco Inc.            (“Finco”) and Finco’s subsidiaries (collectively "we," "us," "our,"            or the "Company"). All intercompany accounts and transactions have been eliminated in            the consolidated financial statements. All of Holdings’s capital stock is owned            by Symmetry and all of Finco’s capital stock is owned by Holdings. Holdings and            Finco and its subsidiaries have no current operations. The December 31, 2006, amounts            were derived from the Company’s audited financial statements. The financial            statements presented herein are unaudited but, in the opinion of management, include            all necessary adjustments (which comprise only normal recurring items) required for a            fair statement of the financial position as of September 30, 2007, and the related            income statements for three months and nine months ended September 30, 2007, three            months ended September 30, 2006, April 26, 2006 (inception) to September 30, 2006 and            April 26, 2006 (inception) to September 30, 2007. However, interim results of            operations may not be indicative of results for the full fiscal year. The accompanying            interim consolidated financial statements of the Company have been prepared in            conformity with accounting principles generally accepted in the United States of            America.

 

| **2.** | **ORGANIZATION AND BUSINESS OPERATIONS** |
|--------|------------------------------------------|

Symmetry was incorporated in Delaware on April 26, 2006, as a            development stage company formed for the purpose of acquiring, through a merger,            capital stock exchange, asset acquisition, stock purchase or other similar business            combination, one or more operating businesses. The Company’s initial efforts in            identifying target businesses has been focused on industrial, asset-based businesses,            based in North America, that are in, or are suppliers to, the basic industries sector.            All activity from April 26, 2006 (inception) through September 30, 2007, has been            limited to organizational activities, activities relating to the Company’s            initial public offering, activities relating to identifying and evaluating prospective            acquisition candidates, activities relating to general corporate matters and, since            April 21, 2007, discussions and negotiations with Novamerican Steel Inc.            (“Novamerican”) regarding an initial business combination. The Company has            not engaged in any operations nor generated any revenues, other than interest income            earned on the proceeds from the private placements and initial public offering. The            Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s initial public            offering of units, (as described in Note 4) (the “Offering”) was declared            effective on March 6, 2007. On March 7, 2007, the units began trading on the American            Stock Exchange under the symbol SHJ.U. On March 12, 2007, the Company’s Offering            of 18,750,000 units was consummated, generating aggregate gross proceeds of            $150,000,000. Net proceeds of $143,700,000, inclusive of deferred underwriting costs            (see Note 4), are being held in a trust account at JPMorgan Chase, N.A. maintained by            Continental Stock Transfer & Trust Company, as trustee. At September 30, 2007, the            balance of the trust was approximately $146,882,348 (or $146,662,558 net of $259,790            for federal, state, and local taxes, representing a conversion price per share for the            public stockholders of $7.81 per share). The trust funds are invested in            “government securities” within the meaning of, or money market funds            meeting the conditions of Rule 2a-7 promulgated under, the Investment Company Act of            1940, and will not be released until the earlier of (i) the consummation of the            Company’s initial business combination within the time period and on the terms            described in the Company’s amended

 

|   | 5 |
|--------|---|

 

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and            restated certificate of incorporation or (ii) the Company’s dissolution and            liquidation as described below. On April 4, 2007, the Company’s common stock and            warrants began to trade separately under the symbols SHJ and SHJ.WS,            respectively.

The Company, after signing a definitive agreement for a business            combination, will submit such proposed transaction for stockholder approval. In the            event that stockholders owning 29.99999% or more of the shares of common stock included            in the units sold in the Offering both vote against the proposed business combination            and exercise their conversion rights, the proposed business combination will not be            consummated. The Company’s existing stockholders have agreed to vote all of their            shares of common stock the same way as the majority of the shares of common stock voted            by other persons who acquired shares of common stock included in the units sold in the            Offering. After consummation of the initial business combination, these arrangements            will no longer be applicable.

The amended and restated certificate of incorporation of the Company and            the trust agreement signed in connection with the Offering provide that if the Company            does not consummate the initial business combination within 15 months after the closing            of the Offering (or within 24 months after such closing, if a letter of intent,            agreement in principle or definitive agreement has been executed within such 15-month            period and the business combination related thereto has not been consummated within            such 15-month period), the Company’s corporate purposes and powers will be            limited to actions and activities related to dissolution and winding up of its affairs,            including liquidation, and it will not be able to engage in any other business            activities. In the event of liquidation, the per share value of the residual assets            remaining available for distribution (including trust account assets) may be less than            the initial public offering price per share in the Offering (assuming no value is            attributed to the warrants contained in the units sold in the Offering).

On June 21, 2007, Symmetry and its wholly owned indirect subsidiary,            632422 N.B. LTD. (“Acquisitionco”), a corporation existing under the laws            of the Province of New Brunswick, entered into an arrangement agreement with            Novamerican Steel Inc. (“Novamerican”), a corporation existing under the            laws of Canada, to acquire all of the outstanding common shares of Novamerican in            exchange for cash by way of a court-approved statutory plan of arrangement under the            Canada Business Corporations Act (the “Acquisition”). Following completion            of the Acquisition, Novamerican is expected to be a wholly owned indirect subsidiary of            the Company. The Acquisition is expected to be consummated in the fourth quarter of            2007, subject to the approval of the Acquisition by the Company’s stockholders,            the approval of the arrangement by Novamerican’s stockholders, the receipt of the            approval of the court pursuant to the Canada Business Corporations Act, and the            satisfaction of certain other conditions.

The completion of the Novamerican Acquisition and the other transactions            contemplated by the arrangement agreement are subject to various regulatory            requirements and approvals, including approval of the stockholders of Novamerican            holding at least 66 2/3% of votes cast at the special meeting of stockholders of            Novamerican, approval of the stockholders of the Company pursuant to its amended and            restated certificate of incorporation, the approval of the Acquisition pursuant to the            Investment Canada Act, the approval of the Acquisition under the Competition Act            (Canada), and the expiration of the waiting period under the Hart-Scott-Rodino            Antitrust Improvement Act of 1976 (the “HSR Act”).

 

6

 

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On July 9, 2007, the Company filed its preliminary proxy statement with            the U.S. Securities and Exchange Commission (the “SEC”). On July 10, 2007,            the Company and Acquisitionco submitted its application for review with the Director of            Investments in accordance with the requirements of the Investment Canada Act. On July            12, 2007, the Company and Acquisitionco filed a request for an advance-ruling            certificate with the Commissioner under the Competition Act (Canada). On July 20, 2007,            the Company and Acquisitionco received an advance-ruling certificate from the            Competition Bureau, providing their approval for the acquisition to be completed. On            July 24, 2007, the Company and Acquisitionco filed Notification and Report Forms under            the HSR Act with the U.S. Department of Justice (the “DOJ”) and the U.S.            Federal Trade Commission (the “FTC”) and requested early termination of the            waiting period. On August 23, 2007, the waiting period under the HSR Act with respect            to the acquisition expired.

The filing fees associated with these filings totaled            $291,155.

| **3.** | **SIGNIFICANT ACCOUNTING POLICIES** |
|--------|-------------------------------------|

The preparation of financial statements in conformity with accounting            principles generally accepted in the United States of America requires management to            make estimates and assumptions that affect the reported amount of assets and            liabilities at the date of the financial statements and the reported amount of expenses            during the reporting period. Actual results could differ from those            estimates.

The Company considers all highly liquid investments with original            maturities of three months or less to be cash equivalents.

Property and equipment are stated at cost and primarily consist of            office and computer equipment. Depreciation is typically computed using the            straight-line method over 3-5 years.

The Company has adopted Statement of Financial Accounting Standards            (“SFAS”) No. 123R “Accounting for Stock-Based Compensation” and            the fair value method of valuing options. The Company does not currently have a            stock-based compensation plan.

The Company’s financial instruments consist primarily of cash,            cash and cash equivalents held in trust, restricted cash, and accounts payable.            Management believes that the carrying value of these assets and liabilities are            representative of their respective fair values.

Income per share is computed by dividing net income by the            weighted-average number of shares of common stock outstanding during the            period.

The Company does not believe that any recently issued but not yet            effective accounting standards, if currently adopted, would have a material effect on            the accompanying financial statements.

The Company applies Statement of Financial Accounting Standards            (“SFAS”) No. 109, “Accounting for Income Taxes,” which            principally utilizes a balance sheet approach to provide for income taxes. Under this            method, deferred tax assets and liabilities are recognized for the expected future tax            consequences of net operating loss carryforwards and temporary differences between the            carrying amounts and the tax bases of assets and liabilities. A valuation allowance is            established when necessary to reduce deferred tax assets to the amount expected to be            realized.

In June 2006, FASB issued Interpretation No. 48 (“FIN            48”), “*Accounting for Uncertainty in Income Taxes            — an interpretation of FASB Statement No.* *109.*” FIN 48 clarifies the            recognition threshold and measurement attribute for the financial statement recognition            and measurement of a tax position taken or expected to be taken in a tax return. Under            the guidelines of FIN 48, an entity should recognize a financial statement benefit for            a tax position if it determines that it is more likely than not that the position will            be sustained upon examination. The Company adopted FIN 48 as of January 1,            2007.

             

7

 

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Management has evaluated and concluded that there are no significant            uncertain tax positions requiring recognition in the Company’s financial            statements as of January 1, 2007.  The evaluation was performed for the initial            tax year ended December 31, 2006, the only year which is subject to examination for            Federal and state purposes as of September 30, 2007.

             

The Company elected to report interest and penalties related to            uncertain income tax positions as income tax expense.

 

| **4.** | **INITIAL PUBLIC OFFERING** |
|--------|-----------------------------|

On March 12, 2007, the Company consummated its offering of 18,750,000            units at an offering price of $8.00. Each unit consists of one share of the            Company’s common stock, $.001 par value, and one warrant. Accordingly, 18,750,000            of these public warrants were outstanding at June 30, 2007. Each warrant entitles the            holder to purchase from the Company one share of common stock, $.001 par value per            share, at an exercise price of $5.50 commencing on the later of (a) one year from the            effective date of the final prospectus relating to the Offering or (b) the consummation            of the Company’s initial business combination. The warrants will expire four            years from the date of the final prospectus. The Company may redeem the outstanding            warrants that constitute part of the units in the Offering, as well as the warrants            that were issued in the private placement (as described in Note 6), in whole, but not            in part, at a price of $.01 per warrant at any time after the warrants become            exercisable, upon a minimum of 30 days’ prior written notice of redemption, if            (and only if), the last sales price of the common stock equals or exceeds $11.00 per            share for any 20 trading days within a 30 day trading period ending three business days            before the Company sends the notice of redemption.

On April 4, 2007, the Company’s common stock and warrants started            trading separately under the symbols SHJ and SHJ.WS, respectively.

The public warrants will not be exercisable unless at the time of            exercise a prospectus relating to common stock issuable upon exercise of the warrants            is current and the common stock has been registered or qualified or exempt under the            securities laws of the state of residence of the holder of the warrants. Under the            terms of the warrant agreement, the Company has agreed to use its best efforts to            maintain a current prospectus relating to common stock issuable upon exercise of the            warrants until the expiration of the warrants. In no event shall the Company be liable            for, or any registered holder of any warrant be entitled to receive, (a) physical            settlement in securities unless the conditions and requirements set forth in the            warrant agreement have been satisfied or (b) any net cash settlement or other            consideration in lieu of physical settlement in securities. The warrants may be            deprived of any value and the market for the warrants may be limited if the prospectus            relating to the common stock issuable upon the exercise of the warrants is not current            or if the common stock is not qualified or exempt from qualification in the            jurisdictions in which the holders of the warrants reside, and in such event the            warrants may expire worthless.

The Company agreed to pay the underwriters of the Offering fees equal to            7.0% of the gross proceeds; the underwriters have agreed to defer approximately 57% (or            $6,000,000) of their fees until consummation of the Company’s initial business            combination. The Company will pay the deferred fees out of the proceeds of the Offering            held in trust. If there is no initial business combination, such fees will not be paid            to the underwriters but will be part of the assets distributed to the stockholders            during the dissolution and liquidation of the Company.

| **5.** | **PER SHARE INFORMATION** |
|--------|---------------------------|

In accordance with SFAS No. 128, “Earnings Per Share,” basic            earnings per common share (“Basic EPS”) is computed by dividing the net            income by the weighted-average number of shares outstanding. Diluted earnings per            common share (“Diluted EPS”) is computed by dividing the net income by the            weighted-average number of common shares and dilutive common share equivalents then            outstanding. SFAS No. 128 requires the presentation of both Basic EPS and Diluted EPS            on the face of the Company’s Condensed Statements of Income.

 

8

 

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The following table sets forth the computation of basic and diluted per            share information:

 

|                                                                                     |   | **Three****months****ended****September****30, 2007** |       |   |   | **Three****months****ended****September****30, 2006** |   |      |   | **Nine months****ended****September****30, 2007** |   |   |       | **For the****period from****April 26,****2006****(inception)****to****September****30, 2006** |   |   |   | **For the****period from****April 26,****2006****(inception)****to****September****30, 2007** |   |
|------------------------------------------------------------------------------------------|--------|-------------------------------------------------------|------------|--------|--------|-------------------------------------------------------|--------|-----------|--------|---------------------------------------------------|--------|--------|------------|-----------------------------------------------------------------------------------------------|--------|--------|--------|-----------------------------------------------------------------------------------------------|--------|
| Numerator:                                                                               |   |                                                  |       |   |   |                                                  |   |      |   |                                              |   |   |       |                                                                                          |   |   |   |                                                                                          |   |   |   |   |   |   |
| Net Income                                                                               |   | $                                                     | 940,966    |   |   |                                                  | $      | (80,021   | )      |                                              |   | $      | 2,058,367  |                                                                                          |   |   | $      | (94,774                                                                                       | )      |   |   | $ | 1,910,769 |   |
|                                                                                     |   |                                                  |       |   |   |                                                  |   |      |   |                                              |   |   |       |                                                                                          |   |   |   |                                                                                          |   |   |   |   |   |   |
| Denominator:                                                                             |   |                                                  |       |   |   |                                                  |   |      |   |                                              |   |   |       |                                                                                          |   |   |   |                                                                                          |   |   |   |   |   |   |
| Weighted-average common sharesoutstanding                                                |   |                                                  | 23,437,500 |   |   |                                                  |   | 4,687,500 |   |                                              |   |   | 18,784,722 |                                                                                          |   |   |   | 4,687,500                                                                                     |   |   |   |   | 11,965,225 |   |
| Dilutive effect of warrants                                                              |   |                                                  | 6,401,647  |   |   |                                                  |   | —   |   |                                              |   |   | 4,537,357  |                                                                                          |   |   |   | —                                                                                       |   |   |   |   | 2,342,420 |   |
| Weighted-average common shares outstanding, assuming                            dilution |   |                                                  | 29,839,147 |   |   |                                                  |   | 4,687,500 |   |                                              |   |   | 23,322,079 |                                                                                          |   |   |   | 4,687,500                                                                                     |   |   |   |   | 14,307,645 |   |
|                                                                                     |   |                                                  |       |   |   |                                                  |   |      |   |                                              |   |   |       |                                                                                          |   |   |   |                                                                                          |   |   |   |   |   |   |
| Net Income Per Share:                                                                    |   |                                                  |       |   |   |                                                  |   |      |   |                                              |   |   |       |                                                                                          |   |   |   |                                                                                          |   |   |   |   |   |   |
| Basic                                                                                    |   | $                                                     | 0.04       |   |   |                                                  | $      | (0.02     | )      |                                              |   | $      | 0.11       |                                                                                          |   |   | $      | (0.02                                                                                         | )      |   |   | $ | 0.16 |   |
| Diluted                                                                                  |   | $                                                     | 0.03       |   |   |                                                  | $      | (0.02     | )      |                                              |   | $      | 0.09       |                                                                                          |   |   | $      | (0.02                                                                                         | )      |   |   | $ | 0.13 |   |

 

| **6.** | **PRIVATE PLACEMENTS** |
|--------|------------------------|

Certain of the Company’s founding stockholders purchased an            aggregate of 4,166,667 warrants in a private placement, which was consummated on March            5, 2007, at a price of $.90 per warrant, or an aggregate purchase price of $3,750,000.            Each warrant entitles the holder to purchase one share of common stock at a price of            $5.50 and is exercisable on the later of the consummation of the initial business            combination or March 7, 2008 until expiration on March 5, 2011 or earlier upon            redemption. To further fund the Company’s working capital requirements, an            affiliate of the Company’s Chairman purchased, on June 21, 2007, in a private            placement, 787,402 warrants for $1,000,000, or $1.27 per warrant, the volume-weighted            average price for the 20 trading days prior to the placement. Each warrant entitles the            holder to purchase one share of common stock at a price of $5.50 and is exercisable on            the later of the consummation of the initial business combination or March 7, 2008            until expiration on June 21, 2011 or earlier upon redemption.

The Company intends to use these funds to cover its expenses, including            expenses incurred in identifying a target business and the negotiation and consummation            of its initial business combination. These warrants are identical to the warrants            included in the units contained in the public offering, except as otherwise necessary            to reflect the fact that they were sold in a private placement, to permit delivery of            unregistered shares upon exercise and permit net cashless exercise so as to, among            other reasons, permit tacking of holding periods under Rule 144. Subject to limited            exceptions (such as a transfer to relatives and trusts and controlled entities for            estate and tax planning purposes), these warrants are not transferable until            consummation of the Company’s initial business combination. The underwriters are            not entitled to any underwriting discounts or commissions on the sale of these            warrants.

 

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| **7.** | **RESTRICTED CASH** |
|--------|---------------------|

Restricted cash is $1,250,000 held in escrow by the law firm, Davies,            Ward, Phillips & Vineberg LLP, in connection with a portion of the reverse break            fee the Company may be required to pay to Novamerican in the event it does not receive            stockholder approval of the Acquisition.

| **8.** | **NOTE PAYABLE – RELATED PARTY** |
|--------|----------------------------------------|

On May 31, 2006, the Company borrowed $500,000 under a secured            promissory note from a director and stockholder. The note bore interest at a rate of            4.5% per annum, was secured by the assets of the Company and matured upon consummation            of the private placement of warrants to the founding stockholders. On March 5, 2007,            the Company repaid the loan of $500,000 and accrued interest of $17,137.

| **9.** | **DEFERRED OFFERING COSTS** |
|--------|-----------------------------|

Deferred offering costs consist of registration, accounting, legal and            other administrative expenses incurred through the balance sheet date that are related            to the Offering and charged to capital upon the receipt of proceeds from the            Offering.

| **10.** | **DEFERRED ACQUISITION COSTS** |
|---------|--------------------------------|

Deferred acquisition costs are primarily related to the due diligence            and arrangement agreement with Novamerican and consist primarily of legal, tax,            accounting, insurance and other administrative expenses, including travel and related            expenses, incurred through the balance sheet date.

| **11.** | **INCOME TAXES** |
|---------|------------------|

Income tax expense was $622,179 and $1,258,274 for the three and nine            months ended September 30, 2007, respectively. The income tax expense represents the            net federal, state and local income tax estimates, primarily resulting from the income            earned on our Offering proceeds held in trust.

| **12.** | **STOCK SPLITS** |
|---------|------------------|

On June 26, 2006, the Company filed an amended and restated certificate            of incorporation with the Secretary of the State of Delaware in order to (i) increase            the number of shares of its common stock authorized by 99,999,000 shares to a total            number of authorized shares of 100,000,000, (ii) effect a stock split of its common            stock on a 5,000 for 1 basis, (iii) create a new class of preferred stock, to consist            of 10,000,000 shares, par value $0.001, (iv) designate the rights and preferences of            the common stock and the preferred stock and (v) integrate into one instrument all of            the provisions of its amended and restated certificate of incorporation, as            amended.

On October 3, 2006, the Company filed an amended and restated            certificate of incorporation with the Secretary of the State of Delaware in order to,            among other things, (i) effect a reverse stock split of its common stock on a 4 for 5            basis, resulting in 3,750,000 shares issued and outstanding, and (ii) integrate into            one instrument all of the provisions of its amended and restated certificate of            incorporation, as amended.

On October 13, 2006, the Company filed an amended and restated            certificate of incorporation with the Secretary of the State of Delaware in order to,            among other things, (i) effect a reverse stock split of its common stock on a 5 for 6            basis, resulting in 3,125,000 shares issued and outstanding, and (ii) integrate into            one instrument all of the provisions of its amended and restated certificate of            incorporation, as amended.

 

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On January 12, 2007, the Company filed an amended and restated            certificate of incorporation with the Secretary of the State of Delaware in order to,            among other things, (i) effect a stock split of its common stock on a 3 for 2 basis,            resulting in 4,687,500 shares issued and outstanding, and (ii) integrate into one            instrument all provisions of its amended and restated certificate of incorporation, as            amended.

             

| **13.** | **PREFERRED STOCK** |
|---------|---------------------|

The Company is authorized to issue 10,000,000 shares of preferred stock            with such designations, voting and other rights and preferences as may be determined            from time to time by the board of directors.

| **14.** | **COMMON STOCK RESERVED FOR ISSUANCE** |
|---------|----------------------------------------|

At September 30, 2007, the Company had reserved 23,704,069 shares of            common stock for issuance upon exercise of redeemable warrants.

| **15.** | **COMMITMENTS** |
|---------|-----------------|

On August 16, 2007 the Company extended its lease for office space for            an additional 6 months at a rent of $4,860 per month, effective October 1,            2007.

If any of the parties terminates the arrangement agreement because the            Company’s stockholders do not approve the Acquisition, or if Novamerican            terminates the arrangement agreement because the Company has breached any of the            covenants or any of its representations and warranties in any material respect, then            the Company must immediately pay to Novamerican $1,250,000, and pay a further amount of            $3,750,000 (collectively, the “reverse break fee”) upon distribution of,            and from, the funds on deposit in the Company’s trust account as promptly as            practicable as part of (a) the dissolution and liquidation of the Company or (b) the            release of funds in the trust account upon the Company’s consummation of its            initial business combination, in each case in accordance with the Company’s            amended and restated certificate of incorporation and all applicable laws.

| **16.** | **SUBSEQUENT EVENTS** |
|---------|-----------------------|

On October 3, 2007, the Company filed its definitive proxy statement            with the SEC.

On October 5, 2007, the Company sent a Notice of Special Meeting of            Stockholders and related proxy statement for a Special Meeting of Stockholders to be            held on October 25, 2007 (the “Special Meeting”) to consider and vote upon            a proposal to approve the Acquisition. The close of business on October 2, 2007 was the            record date for the determination of stockholders entitled to notice of and to vote at            the Special Meeting.

On October 12, 2007, the Company received notice from the Minister of            Industry of Canada that its offer to acquire all of the issued and outstanding shares            of Novamerican had been approved by the Minister under the Investment Canada Act as            being of net benefit to Canada. The Company has now received all regulatory approvals            necessary to consummate the Acquisition of Novamerican.

**Item 2. Management’s Discussion and Analysis of Financial            Condition and Results of Operations.**

**FORWARD-LOOKING STATEMENTS**

The following discussion should be read in conjunction with our            Financial Statements and related Notes thereto included elsewhere in this            report.

This Quarterly Report on Form 10-Q includes forward-looking statements            within the meaning of Section 27A of the Securities Act of 1933, as amended, and            Section 21E of the Securities Exchange Act of 1934, as amended. We have based these            forward-looking statements on our current expectations and

 

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projections about future events. These forward-looking statements are            subject to known and unknown risks, uncertainties and assumptions about us that may            cause our actual results, levels of activity, performance or achievements to be            materially different from any future results, levels of activity, performance or            achievements expressed or implied by such forward-looking statements. In some cases,            you can identify forward-looking statements by terminology such as “may,”            “will,” “should,” “could,” “would,”            “expect,” “plan,” “anticipate,”            “believe,” “estimate,” “continue,”            “intend,” “project,” “goal,”            “potential,” “target,” and similar terms or the negative of            such terms. Factors that might cause or contribute to such a discrepancy include, but            are not limited to, those described in “Risk Factors” contained in our            filings with the SEC, as well as by future decisions by us.

We have based the forward-looking statements included in this quarterly            report on Form 10-Q on information available to us on the date of this quarterly report            on Form 10-Q, and we assume no obligation to update any such forward-looking            statements. Although we undertake no obligation to revise or update any forward-looking            statements, whether as a result of new information, future events or otherwise, you are            advised to consult any additional disclosures that we may make directly to you or            through reports that we in the future may file with the SEC, including annual reports            on Form 10-K, quarterly reports on Form 10-Q and current reports on Form            8-K.

**MANAGEMENT’S DISCUSSION AND ANALYSIS**

**OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

The following Management’s Discussion and Analysis of Financial            Condition and Results of Operations should be read in conjunction with our financial            statements and the related notes and schedules thereto.

**Overview**

We are a development stage company organized under the laws of the State            of Delaware on April 26, 2006. We were formed for the purpose of acquiring one or            more operating businesses, through a merger, stock exchange, asset acquisition,            reorganization or similar business combination, and managing such businesses. Our            efforts have been limited to organizational activities, activities relating to our            initial public offering, activities relating to identifying and evaluating prospective            acquisition candidates, activities relating to general corporate matters and, since            April 21, 2007, discussions, negotiations, governance and financing activities            associated with Novamerican Steel Inc. regarding a possible business combination. We            have neither engaged in any operations nor generated any revenues, other than interest            income earned on the proceeds of our private placements and initial public offering.            Since the consummation of our initial public offering, we have been actively engaged in            sourcing a suitable business combination candidate. We have focused our search on            industrial, asset-based businesses, based in North America, that are in, or are            suppliers to, the basic industries sector. We have focused on potential target            businesses with valuations between $110 million and $500 million. We have met with            service professionals, other intermediaries and target companies, to discuss with them            our Company, the background of our management and our combination preferences. In the            course of these discussions, we have also spent time explaining the capital structure            of the initial public offering, the initial business combination approval process, and            the timeline under which we are operating.

We have engaged legal and financial advisors to assist us in connection            with due diligence investigations, structuring and negotiation of a business            combination and to assist us with our SEC reporting obligations and other public            company governance requirements.

On June 21, 2007, we and our wholly owned indirect subsidiary, 632422            N.B. LTD. (“Acquisitionco”), a corporation existing under the laws of the            Province of New Brunswick, entered into an arrangement agreement with Novamerican Steel            Inc. (“Novamerican”), a corporation existing under the laws of Canada, to            acquire all of the outstanding common shares of Novamerican in exchange for cash by way            of a court-approved statutory plan of arrangement under the Canada Business            Corporations Act (the “Acquisition”). Following completion of the            Acquisition, Novamerican will be a wholly owned indirect subsidiary of us.The            Acquisition is expected to be consummated in the fourth quarter of 2007, subject            to

 

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the            approval of the Acquisition by our stockholders, the approval of the arrangement by            Novamerican’s stockholders, the receipt of approval of the court pursuant to the            Canada Business Corporations Act, and the satisfaction of certain other            conditions.

*Private Securities Offerings*

To further fund our working capital requirements, an affiliate of our            Chairman purchased, on June 21, 2007, in a private placement, 787,402 warrants for            $1,000,000, or $1.27 per warrant, the volume-weighted average price for the 20 trading            days prior to the placement. Each warrant entitles the holder to purchase one share of            common stock at a price of $5.50 and is exercisable on the later of the consummation of            our initial business combination or March 7, 2008 until expiration on June 21, 2011 or            earlier upon redemption.

 

*Public Securities Offerings*

On March 12, 2007, we consummated our initial public offering of            18,750,000 units, each consisting of one share of common stock, $.001 par value per            share, and one warrant to purchase one share of common stock at $5.50 per share. Our            common stock and warrants started trading separately as of April 4, 2007 under the            symbols SHJ and SHJ.WS, respectively.

The units were sold at an offering price of $8.00 per unit, generating            aggregate gross proceeds of $150,000,000. Our net proceeds from the sale of our units            were $137,700,000, after deducting offering expenses of approximately $1,800,000 and            underwriting discounts of $10,500,000. All such net proceeds, including the deferred            underwriters’ discount of $6,000,000, are held in trust. We also incurred            additional offering expenses, beyond those paid from the gross proceeds of the initial            public offering, of approximately $105,179. These expenses have been paid from our            general working capital and were primarily for travel and printing expenses.

*Results of Operations*

On April 6, 2007, we paid premiums of $220,000 associated with an            18-month directors and officers liability policy.

For the period ended September 30, 2007, we have paid or incurred            approximately $3,131,958 in expenses for due diligence investigation of prospective            target businesses, negotiation of the acquisition agreements with Novamerican, legal            and accounting fees for our SEC reporting obligations, regulatory listing fees,            insurance and other miscellaneous expenses. In addition $1,250,000 is being held in            escrow by the law firm, Davies, Ward, Phillips & Vineberg LLP, in connection with a            $1,250,000 reverse break fee we may be required to pay to Novamerican in the event we            do not receive stockholder approval of the Acquisition. We have also accrued $622,179            for the three months ended September 30, 2007 and $1,258,274 for the nine months ended            September 30, 2007, for the net federal, state, and local income tax estimates            primarily as a result of the interest income earned on our Offering proceeds held in            trust.

*Liquidity and Capital Resources*

At September 30, 2007, the balance of the trust was approximately            $146,882,348 (or $146,622,558 net of $259,790 for federal, state, and local taxes,            representing a conversion price per share for the public shareholders of $7.81 per            share). This includes interest income earned from March 12, 2007 through September 30,            2007, of approximately $4,264,817.

At September 30, 2007, we had cash outside of the trust account of            approximately $1,274,490, an additional $1,250,000 of cash held in escrow by the law            firm, Davies, Ward, Phillips & Vineberg LLP, in connection with a reverse break fee            we may be required to pay to Novamerican in the event we do not receive stockholder            approval of the Acquisition, cash held in the trust account of approximately            $146,882,348, accrued expenses of approximately $2,203,774 and total liabilities of            approximately

 

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$8,463,564 (which includes $6,000,000 of deferred underwriting discounts            held in trust). We believe that the funds available to us outside of the trust account            will be sufficient to allow us to consummate the Acquisition. Of the funds held outside            of the trust account, we anticipate using these funds to cover legal, accounting and            other third party expenses in connection with the due diligence investigation,            structuring and negotiation of a business combination, travel expenses, legal and            accounting expenses related to SEC and other regulatory filings and reporting            obligations, insurance and other miscellaneous expenses. On October 12, 2007, the            Company purchased insurance for the $5.0 million reverse break fee it would be required            to pay Novamerican in the event the Company’s Stockholders do not approve the            Acquisition. The cost of the policy was approximately $300,000.

We intend to utilize the net proceeds of our Offering held in the trust            account (excluding $6,000,000 of deferred underwriting discounts), debt, and the            proceeds from a $15 million private placement of units to fund the Acquisition purchase            price.

If the Acquisition is not consummated, Symmetry will, if it has            sufficient time, resources and capital, continue to search for a business to acquire.            If Symmetry does not effect an initial business combination by June 12, 2008 (or by            March 12, 2009, if a letter of intent, agreement in principal or definitive agreement            has been executed by June 12, 2008 and the business combination related thereto has not            yet been consummated), then upon expiration of such period Symmetry’s corporate            purposes and powers will be limited to actions and activities related to dissolution            and winding up of its affairs, including liquidation, and it will not be able to engage            in any other business activities.

*Regulatory Filings*

The completion of the Novamerican Acquisition and the other transactions            contemplated by the arrangement agreement are subject to various regulatory            requirements and approvals, including the approval of stockholders of Novamerican            holding at least 66 2/3% of votes cast at the special meeting of stockholders of            Novamerican, approval of our stockholders pursuant to our amended and restated            certificate of incorporation, the approval of the Acquisition pursuant to the            Investment Canada Act, the approval of the Acquisition under the Competition Act            (Canada), and the expiration of the waiting period under the Hart-Scott-Rodino            Antitrust Improvement Act of 1976 (the “HSR Act”).

On July 9, 2007, we filed our preliminary proxy statement with the U.S.            Securities and Exchange Commission and on October 3, 2007 we filed our definitive proxy            statement. On July 10, 2007, Acquisitionco and we submitted our application for review            with the Director of Investments in accordance with the requirements of the Investment            Canada Act. On October 12, 2007, the Company received notice from the Minister of            Industry in Canada that its offer to acquire all of the issued and outstanding shares            of Novamerican had been approved by the Minister under the Investment Canada Act as            being of net benefit to Canada. On July 12, 2007, Acquisitionco and we filed a request            for an advance-ruling certificate with the Commissioner under the Competition Act            (Canada). On July 20, 2007, Acquisitionco and we received an advance-ruling certificate            from the Competition Bureau, providing their approval for the Acquisition to be            completed. On July 24, 2007, Acquisitionco and we filed Notification and Report Forms            under the HSR Act with the U.S. Department of Justice (the “DOJ”) and the            U.S. Federal Trade Commission (the “FTC”) and requested early termination            of the waiting period. The waiting period under the HSR Act with respect to the            Acquisition expired on August 23, 2007. The Company has now received all regulatory            approvals necessary to consummate the Acquisition.

The filing fees associates with these filings totaled            $291,155.

 

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**Recent Developments**

On October 5, 2007, the Company sent a Notice of Special Meeting of            Stockholders and related proxy statement for a Special Meeting of Stockholders to be            held on October 25, 2007 (the “Special Meeting”) to consider and vote upon            a proposal to approve the Acquisition. The close of business on October 2, 2007 was the            record date for the determination of stockholders entitled to notice of and to vote at            the Special Meeting.

**Critical Accounting Policies**

***Cash and cash equivalents***

We consider all highly liquid investments with original maturities of            three months or less to be cash equivalents.

***Earnings per common share***

Earnings per share are computed by dividing net income by the            weighted-average number of shares of common stock outstanding during the            period.

***Use of estimates***

The preparation of financial statements in conformity with accounting            principles generally accepted in the United States of America requires us to make            estimates and assumptions that affect the reported amount of assets and liabilities and            disclosure of contingent assets and liabilities at the date of the financial statements            and the reported amount of revenues and expenses during the reporting period. Actual            results could differ from those estimates.

***Income taxes***

Deferred income taxes are provided for the differences between the bases            of assets and liabilities for financial reporting and income tax purposes. A valuation            allowance is established when necessary to reduce deferred tax assets to the amount            expected to be realized.

**Recent Accounting Pronouncements**

We do not believe that any recently issued but not yet effective            accounting standards, if currently adopted, would have a material effect on the            accompanying Financial Statements.

In June 2006, the FASB issued Interpretation No. 48 (“FIN            48”), “*Accounting for Uncertainty in Income Taxes            — an interpretation of FASB Statement No.* *109.*” FIN 48 clarifies the            recognition threshold and measurement attribute for the financial statement recognition            and measurement of a tax position taken or expected to be taken in a tax return. Under            the guidelines of FIN 48, an entity should recognize a financial statement benefit for            a tax position if it determines that it is more likely than not that the position will            be sustained upon examination. We have adopted FIN 48 as of January 1,            2007.

             

We have evaluated and concluded that there are no significant uncertain            tax positions requiring recognition in our financial statements as of January 1,            2007.  The evaluation was performed for the initial tax year ended December 31,            2006, the only year which is subject to examination for Federal and state purposes as            of September 30, 2007.

             

We have elected to report interest and penalties related to uncertain            income tax positions as income tax expense.

 

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**Item 3. Quantitative and Qualitative Disclosures About Market            Risk.**

Market risk is the sensitivity of future cash flows to changes in            interest rates, foreign currency exchange rates, commodity prices, equity prices, and            other market-driven rates or prices. To date, our efforts have been limited to            organizational activities and activities relating to our initial public offering and            the identification of a target business. We have neither engaged in any operations nor            generated any revenues from operations. The net proceeds from our initial public            offering held in trust have been invested only in money market funds meeting certain            conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940.            Accordingly, our only market risk exposure relates to fluctuation in interest            rates.

As of September 30, 2007, the balance held in trust for the purpose of            consummation of a business combination including the deferred underwriters discounts of            $6,000,000 was $146,882,348 (or $146,622,558 net of $259,790 for federal, state, and            local taxes representing a conversion price per share for the public stockholders of            $7.81 per share). The proceeds held in trust have been invested in a money market fund            that invests principally in short-term securities issued by the United States            government and its agencies and repurchase agreements collateralized by such            securities. As of September 30, 2007, the annualized 7-day current yield payable on our            investment was approximately 5.05%. Assuming no other changes to our holdings as of            September 30, 2007, a 1% decrease in the underlying interest earned, would result in a            decrease of approximately $112,593 in the interest earned on our investment for the            following 30-day period, and a corresponding decrease in our net increase in            stockholders’ equity resulting from operations, if any, for that            period.

We have not engaged in any hedging activities since our inception on            April 26, 2006. We do not expect to engage in any hedging activities with respect to            the market risk to which we are exposed.

**Item 4. Controls and Procedures.**

As of September 30, 2007, we, including our chief executive officer, who            also serves as our principal financial officer, evaluated the effectiveness of the            design and operation of our disclosure controls and procedures. Based upon that            evaluation, our management, including our chief executive officer, concluded that our            disclosure controls and procedures were effective in timely alerting management,            including the chief executive officer, of material information about us required to be            included in periodic Securities and Exchange Commission filings.

There has not been any change in our internal control over financial            reporting that occurred during the quarter ended September 30, 2007, that has            materially affected, or is reasonably likely to materially affect, our internal control            over financial reporting.

 

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**PART II – OTHER INFORMATION**

**Item 1. Legal Proceedings.**

We are not currently subject to any material legal proceedings, nor, to            our knowledge, is any material legal proceeding threatened against us.

**Item 2. Unregistered Sales of Equity Securities and Use of            Proceeds.**

Not applicable.

             

**Item 3. Defaults Upon Senior Securities.**

|   | Not applicable. |
|--------|-----------------|

 

**Item 4. Submission of Matters to a Vote of Security            Holders.**

|   | Not applicable. |
|--------|-----------------|

 

**Item 5. Other Information.**

|   | Not applicable. |
|--------|-----------------|

 

| **Item 6. Exhibits.** |
|-----------------------|

 

| 31.1 | Section 302 Certification of Chief Executive                            Officer |
|------|---------------------------------------------------------------------------------|

| 31.2 | Section 302 Certification of Principal Financial                            Officer |
|------|-------------------------------------------------------------------------------------|

| 32.1 | Section 906 Certification |
|------|---------------------------|

 

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities            Exchange Act of 1934, the registrant has duly caused this report to be signed on its            behalf by the undersigned, thereunto duly authorized.

 

 

|  

                             

                             

                             

                             

Date: October 19, 2007 |                                                                                                                                 | SYMMETRY HOLDINGS INC. |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|------------------------|--------|
|                                                                                                                                                                           |                                                                                                                                 |
| By:                                                                                                                                                                            | /s/ Corrado De Gasperis                                                                                                              |
|                                                                                                                                                                           | Corrado De Gasperis

*Chief Executive Officer (Principal Executive Officer,                            Principal Financial Officer)* |                   |

 

 

 

 

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