UNITED
STATES 
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

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xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE
QUARTER ENDED June 30, 2007

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

COMMISSION
FILE NUMBER: 001-33279

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NTR
ACQUISITION CO.(Exact name of registrant as specified in its charter)

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|Delaware
    (State or other jurisdiction of incorporation or organization) | 13-4335685
    (I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------- | ---------------------------------------------------

100 Mill
Plain Road, Suite 320                                 
Danbury, CT 06811  (Address of principal executive office)

(203)
546-3437(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 Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the registrant was
  required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o

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. (Check one):

Large
  accelerated filer oAccelerated filer oNon-accelerated filerx

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

As of August 1, 2007, the number of
    outstanding shares of the Registrants common stock, $0.001 par value per share
    was 24,557,205 (excluding 6,000,000 shares of common stock owned by our founding
  shareholders, as such shares do not have liquidation rights).





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TABLE OF
CONTENTS

|PART I -FINANCIAL INFORMATION |  |  |                                                                                       | Page | 
|----------------------------- |  |  | ------------------------------------------------------------------------------------- | ---- | 
|                              |  |  |                                                                                       |      | 
|Item 1.                       |  |  | Financial Statements                                                                  |      | 
|                              |  |  | Balance Sheets                                                                        |      | 
|                              |  |  | Statements of Operations                                                              |      | 
|                              |  |  | Statements of Changes in Stockholders Equity                                         |      | 
|                              |  |  | Statements of Cash Flows                                                              |      | 
|                              |  |  | Notes to Financial Statements                                                         |      | 
|Item 2.                       |  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |      | 
|                              |  |  |                                                                                       |      | 
|Item 3.                       |  |  | Quantitative and Qualitative Disclosures About Market Risk                            |      | 
|                              |  |  |                                                                                       |      | 
|Item 4.                       |  |  | Controls and Procedures                                                               |      | 
|                              |  |  |                                                                                       |      | 
|PART II -OTHER INFORMATION    |  |  |                                                                                       | 17   | 
|                              |  |  |                                                                                       |      | 
|Item 1.                       |  |  | Legal Proceedings                                                                     |      | 
|                              |  |  |                                                                                       |      | 
|Item 1A.                      |  |  | Risk Factors                                                                          |      | 
|                              |  |  |                                                                                       |      | 
|Item 2.                       |  |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |      | 
|                              |  |  |                                                                                       |      | 
|Item 3.                       |  |  | Defaults upon Senior Securities                                                       |      | 
|                              |  |  |                                                                                       |      | 
|Item 4.                       |  |  | Submission of Matters to a Vote of the Security Holders                               |      | 
|                              |  |  |                                                                                       |      | 
|Item 5.                       |  |  | Other Information                                                                     |      | 
|                              |  |  |                                                                                       |      | 
|Item 6.                       |  |  | Exhibits                                                                              |      | 
|                              |  |  |                                                                                       |      | 
|SIGNATURES                    |  |  |                                                                                       |      | 



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PART I -
FINANCIAL INFORMATION

Item 1.
Financial Statements.

NTR
ACQUISITION CO.(a Development Stage
Enterprise)                                                       
Balance Sheets

|                                                                   |  |  |   | June 30,    |  |   | December 31, |  
|------------------------------------------------------------------ |  |  | - | ----------- |  | - | ------------ | -
|Assets                                                             |  |  |   | 2007        |  |   | 2006         |  
|                                                                   |  |  |   |            
|                                                                   |  |  |   | (Unaudited) |  |   | (Audited)   
|Cash and cash equivalents                                          |  |  | $ | 140,817     |  | $ | 2,423,747    |  
|Cash and cash equivalents held in trust                            |  |  |   | 103,875,591 |  |   |             |  
|Marketable securities held in trust                                |  |  |   | 139,069,433 |  |   |             |  
|Other assets                                                       |  |  |   | 135,017     |  |   | 1,737        |  
|                                                                   |  |  |   |            
|Total current assets                                               |  |  |   | 243,220,858 |  |   | 2,425,484    |  
|Deferred tax assets                                                |  |  |   | 70,960      |  |   |             |  
|Deferred offering costs                                            |  |  |   |            |  |   | 815,343      |  
|Other assets                                                       |  |  |   | 6,756       |  |   | 4,240        |  
|                                                                   |  |  |   |            
|Total assets                                                       |  |  | $ | 243,298,574 |  | $ | 3,245,067    |  
|                                                                   |  |  |   |            
|Liabilities and Stockholders Equity                               |  | 
|Accrued expenses                                                   |  |  | $ | 198,033     |  | $ | 1,002,336    |  
|Accrued federal and state taxes                                    |  |  |   | 403,581     |  |   | 29,067       |  
|Notes payable to initial founders                                  |  |  |   | 1,081       |  |   | 49,534       |  
|Deferred underwriting discount                                     |  |  |   | 7,367,162   |  |   |             |  
|                                                                   |  |  |   |            
|Total current liabilities                                          |  |  |   | 7,969,857   |  |   | 1,080,937    |  
|                                                                   |  |  |   |            
|Common stock, subject to possible redemption; 4,911,439 shares     |  | 
|at $9.78 per share                                                 |  |  |   | 48,033,874  |  |   |             |  
|Deferred interest attributable to common stock subject to possible |  | 
|redemption (net of taxes of $377,623)                              |  |  |   | 591,885     |  |   |             |  
|Commitments and contingencies                                      |  |  |   |            |  |   |             |  
|Common stock, $0.001 par value. Authorized 200,000,000 shares;     |  | 
|issued and outstanding 30,557,205 and 6,250,000 shares at          |  | 
|June 30, 2007 and December 31, 2006, respectively.                 |  |  |   | 30,557      |  |   | 6,250        |  
|Additional paid-in capital                                         |  |  |   | 185,013,630 |  |   | 2,523,748    |  
|Earnings (deficit) accumulated during the development stage        |  |  |   | 1,658,771   |  |   | (365,868     | )
|                                                                   |  |  |   |            
|Total stockholders equity                                         |  |  |   | 186,702,958 |  |   | 2,164,130    |  
|                                                                   |  |  |   |            
|Total liabilities and stockholders equity                         |  |  | $ | 243,298,574 |  | $ | 3,245,067    |  
|                                                                   |  |  |   |            

See notes to
financial statements.

1



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NTR
ACQUISITION CO.(A Development
Stage Enterprise)                                                     
Statements of
Operations (Unaudited)

|                                                 | Three 
    Months Ended 
June 30, 
2007 |  | Six 
    Months Ended 
June 30, 
2007 |            | June 2, 2006
(Date of 
Inception) 
through 
June 30, 
2006 |   | June 2, 2006
(Date of 
Inception) 
through 
June 30, 
2007 |  
|------------------------------------------------ | --------------------------------------- |  | ------------------------------------- | ---------- | ---------------------------------------------------------- | - | ---------------------------------------------------------- | -
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Operating expenses:                              |                                         | 
|Professional services                            |                                         |  | $                                     | 99,704     |                                                            | $ | 225,509                                                    |  
|Rent and facilities                              |                                         |  |                                       | 11,951     |                                                            |   | 22,726                                                     |  
|Formation and operating                          |                                         |  |                                       | 240,073    |                                                            |   | 407,592                                                    |  
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|                                                 |                                         |  |                                       | 351,728    |                                                            |   | 655,827                                                    |  
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Loss from operations before other                |                                         | 
|income and income tax expense                    |                                         |  |                                       | (351,728   | )                                                          |   | (655,827                                                   | )
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Other income and (expense):                      |                                         | 
|Interest income                                  |                                         |  |                                       | 2,972,138  |                                                            |   | 4,869,059                                                  |  
|State taxes other than income                    |                                         |  |                                       |           |                                                            |   | (153,750                                                   | )
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Other income                                     |                                         |  |                                       | 2,972,138  |                                                            |   | 4,715,309                                                  |  
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Income before income tax expense                 |                                         |  |                                       | 2,620,410  |                                                            |   | 4,059,482                                                  |  
|Income tax expense:                              |                                         | 
|Current                                          |                                         |  |                                       | 1,018,460  |                                                            |   | 1,513,918                                                  |  
|Deferred                                         |                                         |  |                                       | 1,686      |                                                            |   | (70,960                                                    | )
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Income tax expense                               |                                         |  |                                       | 1,020,146  |                                                            |   | 1,442,958                                                  |  
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Net income                                       |                                         |  |                                       | 1,600,264  |                                                            |   | 2,616,524                                                  |  
|Deferred interest, net of taxes, attributable to |                                         | 
|common stock subject to possible redemption      |                                         |  |                                       | (362,475   | )                                                          |   | (591,885                                                   | )
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Net income attributable                          |                                         | 
|to common stock                                  |                                         |  | $                                     | 1,237,789  |                                                            | $ | 2,024,639                                                  |  
|                                                 |                                         |  |                                       |            |                                                            |   |                                                            |  
|Earnings per share:                              |                                         | 
|Basic                                            |                                         |  | $                                     | 0.04       |                                                            | $ | 0.08                                                       |  
|Diluted                                          |                                         |  |                                       | 0.03       |                                                            |   | 0.07                                                       |  
|Weighted average shares outstanding:             |                                         | 
|Basic                                            |                                         |  |                                       | 30,557,205 |                                                            |   | 25,797,677                                                 |  
|Diluted                                          |                                         |  |                                       | 35,775,445 |                                                            |   | 30,197,842                                                 |  

See notes to
financial statements.

2



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NTR
ACQUISITION CO.(a Development Stage
Enterprise)
Statements of Changes in
Stockholders Equity
(Unaudited)

|                               |              |  | Additional 
  Paid-In 
  Capital |            | Earnings
  (Deficit)
  Accumulated
  During the |   | Total  |  
|------------------------------ | ------------ |  | -------------------------------- | ---------- | ----------------------------------------------- | - | ------ | -
|                               | Common stock |  | Development                     
|                               | Shares       |  | Values                           |            | Stage                                          
|                               |              |  |                                  |            |                                                 |   |        |  
|Balance at June 2, 2006        |              |  |                                  |           |                                                 | $ |       |  
|(inception)                    |              | 
|Issuance of common shares to   |              | 
|initial founders               |              |  |                                  | 7,812,500  |                                                 |   | 7,813  |  
|Issuance of 4,250,000 warrants |              | 
|to initial founders            |              |  |                                  |           |                                                 |   |       |  
|Cash contribution made by      |              | 
|initial founders               |              |  |                                  |           |                                                 |   |       |  
|Common stock repurchased from  |              | 
|initial founders for $1.00     |              | 
|and performance warrants       |              | 
|cancelled                      |              |  |                                  | (1,562,500 | )                                               |   | (1,563 | )
|Net loss                       |              |  |                                  |           |                                                 |   |       |  
|                               |              |  |                                  |            |                                                 |   |        |  
|Balances at December 31, 2006  |              |  |                                  | 6,250,000  |                                                 |   | 6,250  |  
|Common stock repurchased       |              | 
|for $1.00                      |              |  |                                  | (250,000   | )                                               |   | (250   | )
|Sale of 24,557,205 units, net  |              | 
|of underwriters discount      |              | 
|and offering costs             |              |  |                                  | 24,557,205 |                                                 |   | 24,557 |  
|Net proceeds subject to        |              | 
|possible redemption of         |              | 
|4,911,439 shares               |              |  |                                  |           |                                                 |   |       |  
|Proceeds from sale of warrants |              | 
|to founders                    |              |  |                                  |           |                                                 |   |       |  
|Net income attributable to     |              | 
|common stock                   |              |  |                                  |           |                                                 |   |       |  
|                               |              |  |                                  |            |                                                 |   |        |  
|Balances at March 31, 2007     |              |  |                                  | 30,557,205 |                                                 | $ | 30,557 |  
|Net income attributable to     |              | 
|common stock                   |              |  |                                  |           |                                                 |   |       |  
|                               |              |  |                                  |            |                                                 |   |        |  
|Balances at June 30, 2007      |              |  |                                  | 30,557,205 |                                                 |   | 30,557 |  
|                               |              |  |                                  |            |                                                 |   |        |  

See notes to
financial statements.

3



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NTR
ACQUISITION CO.(a Development Stage Enterprise)
  Statements of Cash Flows (Unaudited)

|                                                       | Six Months
    Ended 
    June 30, 
    2007 |  | June 2, 2006
    (Date of 
    Inception) 
    through 
    June 30, 
    2006 |              | June 2, 2006 
    (Date of 
    Inception) 
    through 
    June 30, 
    2007 |  
|------------------------------------------------------ | -------------------------------------------- |  | ------------------------------------------------------------------------------ | ------------ | ------------------------------------------------------------------------------- | -
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|Cash flows from operating activities:                  |                                              | 
|Net income                                             |                                              |  | $                                                                              | 2,024,639    |                                                                                 | $
|Adjustments to reconcile net income to net cash        |                                              | 
|provided by operating activities:                      |                                              | 
|Deferred tax assets                                    |                                              |  |                                                                                | (70,960      | )                                                                               |  
|Deferred interest attributable to common stock         |                                              | 
|subject to possible redemption                         |                                              |  |                                                                                | 591,885      |                                                                                 |  
|Changes in assets and liabilities:                     |                                              | 
|Other assets                                           |                                              |  |                                                                                | (135,796     | )                                                                               |  
|Accrued federal and state taxes                        |                                              |  |                                                                                | 374,514      |                                                                                 |  
|Accrued expenses                                       |                                              |  |                                                                                | (55,298      | )                                                                               |  
|Notes payable to initial founders                      |                                              |  |                                                                                | (48,453      | )                                                                               |  
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|Net cash provided by operating activities              |                                              |  |                                                                                | 2,680,531    |                                                                                 |  
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|Cash flows from investing activities:                  |                                              | 
|Cash held in trust account                             |                                              |  |                                                                                | (103,875,591 | )                                                                               |  
|Purchase of marketable securities held in trust        |                                              |  |                                                                                | (139,069,433 | )                                                                               |  
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|Net cash used in investing activities                  |                                              |  |                                                                                | (242,945,024 | )                                                                               |  
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|                                                       |                                              | 
|Cash flows from financing activities:                  |                                              | 
|Proceeds from sale of common stock to initial founders |                                              |  |                                                                                |             |                                                                                 |  
|Proceeds from sale of warrants to initial founders     |                                              |  |                                                                                | 3,350,000    |                                                                                 |  
|Repurchase of common stock and performance warrants    |                                              |  |                                                                                |             |                                                                                 |  
|Proceeds from initial public offering, net of          |                                              | 
|underwriters discount and offering costs              |                                              |  |                                                                                | 234,631,563  |                                                                                 |  
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|Net cash provided by financing activities              |                                              |  |                                                                                | 237,981,563  |                                                                                 |  
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|Net increase (decrease) in cash                        |                                              |  |                                                                                | (2,282,930   | )                                                                               |  
|Cash and cash equivalents, beginning of period         |                                              |  |                                                                                | 2,423,747    |                                                                                 |  
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|Cash and cash equivalents, end of period               |                                              |  | $                                                                              | 140,817      |                                                                                 | $
|                                                       |                                              |  |                                                                                |              |                                                                                 |  
|                                                       |                                              | 
|Noncash financing activities:                          |                                              | 
|Accrual of deferred offering costs                     |                                              |  | $                                                                              | 297,971      |                                                                                 | $
|Accrual of deferred underwriter fee                    |                                              |  |                                                                                | 7,367,162    |                                                                                 |  
|Supplementary Disclosures                              |                                              | 
|Taxes Paid                                             |                                              |  | $                                                                              | 1,293,154    |                                                                                 | $

See notes to
financial statements.

4



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NTR
ACQUISITION CO.
(A Development Stage Enterprise)

Notes to
Financial Statements
(Unaudited)

(1)
 Organization and Nature of Business Operations

NTR
Acquisition Co. (the Company), a blank check company, was incorporated under the laws
of the State of Delaware on June 2, 2006. The Company was formed to acquire, through
merger, capital stock exchange, asset acquisition or other similar business combination
(a Business Combination), one or more businesses or assets in the energy industry, with
a particular focus on businesses or assets involved in the refining, distribution and
marketing of petroleum products in North America. The Companys Second Amended and
Restated Certificate of Incorporation provides for mandatory liquidation of the Company
in the event that the Company does not consummate an initial Business Combination by
January 30, 2009, and there is no assurance that the Company will be able to successfully
affect an initial Business Combination by that date.

As
of June 30, 2007, the Company had not yet commenced any commercial operations. All
activities through June 30, 2007 have related to the Companys formation, organizational
activities, the completion of its initial public offering described below and activities
relating to identifying and evaluating prospective acquisition candidates. The Company is
considered to be in the development stage and is subject to the risks associated with
activities of development stage companies. The Company has selected December 31st as its
fiscal year end.

The
registration statement of the Companys initial public offering (the Offering) was
declared effective by the Securities and Exchange Commission on January 29, 2007. The
Company consummated the Offering on February 5, 2007 selling 24,000,000 units (each a
Unit) at a price of $10.00 per Unit yielding net proceeds of approximately $230.4
million. Thereafter, on February 20, 2007, the underwriters for the Companys Offering
exercised a portion of their over-allotment option purchasing, as of February 22, 2007,
an additional 557,205 Units at $10.00 per Unit providing the Company with net proceeds of
approximately $5.35 million. Each Unit consisted of one share of the Companys common
stock, $0.001 par value per share (the Common Stock), and one redeemable warrant (each
a Warrant). See Note 3 - Initial Public Offering, for a complete discussion. The net
proceeds of the Offering and underwriters over-allotment, the sale of the initial
founders securities, the deferred underwriting discounts and commissions, and any
interest income (other than disbursements for operating expenses and taxes) is held in a
trust account at Morgan Stanley & Co., Inc. with American Stock Transfer & Trust Company,
as trustee (the Trust Account) and invested in United States Treasury securities until
the earlier of the consummation of our initial Business Combination or the distribution
of the Trust Account as described below. At June 30, 2007, the amount of $242,945,024 was
being held in the Trust Account, which represents approximately $9.89 per share
(excluding 6,000,000 shares of common stock owned by our founding shareholders, as such
shares do not have liquidation rights).

5



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The
Companys initial Business Combination must be with a target business or businesses whose
collective fair market value would be at least equal to 80% of the balance in the Trust
Account (excluding deferred underwriting discounts and commissions of $7.37 million) at
the time of such transaction. Under the terms of the Investment Management Trust
Agreement, up to $3.25 million of interest (net of taxes payable) may be released to the
Company to be used to pay for business, legal and accounting due diligence on prospective
acquisitions and continuing general and administrative expenses (Working Capital
Requirements). The Company, after identifying a initial target Business Combination and
entering into a definitive agreement for the acquisition of a target business, will file
a proxy statement with the Securities and Exchange Commission and hold a stockholder
vote. All of the Companys stockholders prior to the Offering, including all of the
officers and directors of the Company (collectively, the Founding Stockholders), have
agreed to vote their founding shares of Common Stock in accordance with the vote of the
majority in interest of all other stockholders of the Company (Public Stockholders)
with respect to an initial Business Combination. After consummation of an initial
Business Combination, these voting safeguards will no longer be applicable.

An
initial Business Combination will be consummated only if a majority of the shares of
Common Stock voted by the Public Stockholders are voted in favor of the initial Business
Combination and the Public Stockholders owning less than 20% of the shares sold in the
Offering vote against the transaction. Public Stockholders voting against the initial
Business Combination will be entitled to convert their shares of Common Stock into a pro
rata share of the aggregate amount then on deposit in the Trust Account. The per share
conversion price will equal the amount in the Trust Account (before payment of the
deferred underwriting discounts and commissions of $7.37 million and including interest
earned on their pro rata portion of the Trust Account, net of income taxes payable on
such interest and net of interest income of up to $3.25 million on the Trust Account
balance released to the Company to fund Working Capital Requirements), calculated as of
two business days prior to the consummation of the proposed initial Business Combination,
divided by the number of shares of Common Stock held by Public Stockholders at the
consummation of the Offering and without regard to the shares held by the Founding
Stockholders. In the event that Public Stockholders owning 20% or more of the shares sold
in the Offering vote against the initial Business Combination, no conversions will be
effected and the initial Business Combination will not be consummated. If the initial
Business Combination is not approved or consummated for any reason, then Public
Stockholders voting against the initial Business Combination who exercised their
conversion rights would not be entitled to convert their shares of Common Stock into a
pro rata share of the aggregate amount then on deposit in the Trust Account, but will be
entitled to whatever distribution of proceeds is available to Public Stockholders at the
time of liquidation.

If
the Company is unable to complete an initial Business Combination by January 30, 2009, it
will automatically dissolve, and as promptly as practicable thereafter, adopt a plan of
dissolution and distribution. Upon its receipt of notice from counsel that the Company
has been dissolved, the trustee will commence liquidating the investments constituting
the Trust Account and distribute the proceeds to the Public Stockholders. The Companys
Founding Stockholders have waived their rights to participate in any liquidation
distribution with respect to any initial Founding Stockholders shares. There will be no
distribution from the Trust Account with respect to any of the Warrants which will expire
worthless if the Company is liquidated as of January 30, 2009.

6



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Separate
trading of the Common Stock and Warrants comprising the Units commenced on or about
February 23, 2007, and holders of the Companys Units may elect to separately trade the
Common Stock and Warrants included in the Companys Units. Those Units not separated
trade on the American Stock Exchange under the symbol NTQ.U and each of the Common Stock
and Warrants trade on the American Stock Exchange under the symbols NTQ and NTQ.WS,
respectively.

(2)  Summary
of Significant Accounting Principles

(a)
Basis of Presentation

The
financial statements of the Company at June 30, 2007, for the three months and six months
ended June 30, 2007, for the period from June 2, 2006 (Inception) to June 30, 2006 and
for the period from June 2, 2006 (Inception) to June 30, 2007 (cumulative), are
unaudited. In the opinion of management, all adjustments (including normal recurring
adjustments) have been made that are necessary to present fairly the financial position
of the Company as of June 30, 2007 and the results of its operations for the three months
and six months ended June 30, 2007, for the period from June 2, 2006 (Inception) to June
30, 2006 and for the period from June 2, 2006 (Inception) to June 30, 2007 (cumulative).
Operating results for the interim periods presented are not necessarily indicative of the
results to be expected for a full fiscal year. Comparative financial statements for the
periods ended June 30, 2007 reflect the results of operations and cash flows for the
period June 2, 2006 (Inception) to June 30, 2006.

The
statements and related notes have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. As permitted under those rules, certain footnotes
or other financial information that are normally required by generally accepted
accounting principles in the United States can be condensed or omitted. Therefore, these
statements should be read in conjunction with the audited financial statements, and notes
thereto, which are included in (a) our Annual Report on Form 10-K for the year ended
December 31, 2006 and (b) the Current Report on Form 8-K filed on February 26, 2007. The
condensed balance sheet at December 31, 2006 has been derived from the audited financial
statements.

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

(b)
Cash Equivalents and Concentrations

The
Company considers all highly liquid investments with an original maturity of three months
or less when purchased, to be cash equivalents. Such cash and cash equivalents, at times,
may exceed federally insured limits. The Company maintains its accounts with financial
institutions with high credit ratings.

7



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(c)
Marketable Securities Held in Trust

Investment
securities consist of United States Treasury securities. The Company classifies its
treasury securities as held-to-maturity. Held-to-maturity securities are those securities
in which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost, adjusted for the
amortization or accretion of premiums or discounts.

A
decline in the market value of held-to-maturity securities below cost that is deemed to
be other than temporary, results in an impairment that reduces the carrying costs to such
securities fair value. The impairment is charged to earnings and a new cost basis for
the security is established. To determine whether an impairment is other than temporary,
the Company considers whether it has the ability and intent to hold the investment until
a market price recovery and considers whether the evidence indicating the cost of the
investment is recoverable outweighs any evidence to the contrary. Evidence considered in this
assessment includes the reasons for the impairment, the severity and the duration of the
impairment, changes in value subsequent to year-end, forecasted performance of the
investee, and the general market condition of the geographic area or industry in which the
investee operates.

Premiums
and discounts are amortized or accreted over the life of the related held-to-maturity
security as an adjustment to yield using the effective-interest method. Such amortization
and accretion is included in the Interest Income line item in the statements of operations. Interest Income is recognized when earned.

(d)
Recent Accounting Pronouncements

Management
does not believe that any recently issued, but not effective, accounting standards, if
currently adopted, would have a material effect on the Companys financial statements at
the present time.

(f)
Earnings Per Common Share

Basic
earnings per share is computed using the weighted average number of common shares
outstanding. Diluted earnings per share gives effect to the potential dilution of
earnings which could occur if securities or other contracts to issue Common Stock were
exercised or converted into Common Stock or resulted in the issuance of Common Stock that
then shared in earnings, if dilutive.

(3)
Initial Public Offering

On
February 5, 2007, the Company consummated its Offering of 24,000,000 Units at an offering
price of $10.00 per Unit yielding net proceeds of approximately $230.4 million. Each Unit
consisted of one share of the Companys Common Stock, $0.001 par value per share, and one
redeemable Warrant. Thereafter, on February 20, 2007, the underwriters for the Companys
Offering exercised a portion of their over-allotment option purchasing, as of February
22, 2007, an additional 557,205 Units at $10.00 per Unit providing the Company with net
proceeds of approximately $5.35 million.

8



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Each
Warrant entitles the holder to purchase from the Company one share of Common Stock at an
exercise price of $7.50 commencing on the later of the completion of an initial Business
Combination or thirteen months after the closing of the Offering (or, March 5, 2008), provided that the Company has a registration statement in effect covering
the shares of Common Stock issuable upon the exercise of the Warrants. The Warrants
expire on January 30, 2011 unless earlier exercised or redeemed. The Company may call the
Warrants for redemption, in whole and not in part, at a price of $0.01 per Warrant, upon
a minimum of thirty (30) days prior written notice, at any time after the Warrants
become exercisable, and only in the event that the last sale price of the Common Stock
equals or exceeds $14.25 per share for any twenty (20) trading days within a thirty (30)
trading day period ending on the third day prior to the date on which notice of
redemption is given, provided that on the date that notice of redemption is given and
during the entire period thereafter until all Warrants are redeemed, a registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants is
in effect and a current prospectus relating to them is available.

Pursuant
to the Second Amended and Restated Warrant Agreement, the Company is only required to use
its best efforts to effect the registration of the shares of Common Stock under the
Warrants. The Company will not be obligated to deliver securities, and there are no
contractual penalties for failure to deliver securities, if a registration statement is
not effective at the time of the exercise. Also, in the event that a registration
statement is not effective at the time of exercise, the holders of such Warrants shall
not be entitled to exercise such Warrants and in no event (whether in the case of a
registration statement not being effective or otherwise) will the Company be required to
net cash settle the warrant exercise. Consequently, the Warrants may expire unexercised
and unredeemed.

(4)
 Marketable Securities

The
carrying amount, including accrued interest, gross unrealized holding gains, gross
unrealized holding losses, and fair value of held-to-maturity treasury securities by
major security type and class of security at June 30, 2007 were as follows:

|                         |  |  | Carrying amount |             | Gross unrealized
holding gains |   | Gross 
    unrealized
holding 
(losses) |  | Fair value |  
|------------------------ |  |  | --------------- | ----------- | ------------------------------ | - | --------------------------------------- |  | ---------- | -
|                         |  |  |                 |             |                                |   |                                         | 
|At June 30, 2007         |  | 
|Held to maturity:        |  | 
|U.S. Treasury securities |  |  | $               | 139,069,433 |                                | $ | 62,192                                  |  | $          | 0
|                         |  |  |                 |             |                                |   |                                         | 

These treasury
securities classified as held-to-maturity mature within one year of June 30, 2007.

9



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(5) Formation of the Company

On
June 20, 2006, NTR Partners LLC purchased 7,812,500 shares of Common Stock, Warrants to
purchase 2,500,000 shares of Common Stock, and performance warrants to purchase 1,750,000
shares of Common Stock for an aggregate purchase price of $2,525,000 in a private
placement in connection with the formation of NTR Acquisition Co. On December 15, 2006
and January 30, 2007, as part of a recapitalization plan, the Company purchased for an
aggregate nominal consideration of $2.00, 1,562,500, and 250,000, respectively, shares of
Common Stock as well as all 1,750,000 of the performance warrants for cancellation. These
recapitalizations were effected to ensure that the shares included in the Units sold in
the Offering represented approximately 80% of the Companys outstanding share capital. In
addition, immediately prior to the sale of the Units in the Offering, our director Mr.
Ortale, Sewanee Partners III, L.P. (an investment fund with which Mr. Ortale is
affiliated), Hendricks Family LLLP (affiliated with our director Mrs. Hendricks), Gilliam
Enterprises LLC (affiliated with our Chairman Mr. Gilliam) and our director Mr. Quarles,
all of whom had been members of NTR Partners LLC, redeemed their membership interests in
NTR Partners LLC in exchange for a portion of the founders securities that NTR Partners
LLC held and cash distributions which they applied to the purchase of, in the aggregate,
founders warrants to purchase an additional 3,350,000 shares of Common Stock at a price
of $1.00 per warrant ($3.35 million in the aggregate) in a private placement on behalf of
themselves and certain of their permitted transferees (all such parties, including NTR
Partners LLC, are Founding Stockholders and all such securities are referred to as
Founding Stockholders Shares and Founding Stockholders Warrants as applicable).
After giving effect to the recapitalizations, and immediately prior to the Offering,
there were 6,000,000 shares of Common Stock held by our Founding Stockholders.

The
Founding Stockholders Shares are identical to the shares included in the Units issued in
connection with the Offering, except that each holder of the Founding Stockholders
Shares has agreed (i) in connection with the stockholder vote required to approve an
initial Business Combination, to vote the Founding Stockholders Shares in accordance
with a majority of the shares of Common Stock voted by the Public Stockholders, and (ii)
to waive the right to participate in any liquidation distribution with respect to the
Founding Stockholders Shares if we fail to consummate an initial Business Combination by
January 30, 2009. The Founding Stockholders have also agreed that they will not sell or
transfer the Founding Stockholders Shares for a period of one year from the date the
Company completes its initial Business Combination, other than to permitted transferees
who agree to be subject to the transfer restrictions.

The
Founding Stockholders Warrants are identical to those sold in the Offering, except that
they cannot be redeemed at the option of the Company so long as they are held by any of
the Founding Stockholders or their permitted transferees. The Founding Stockholders have
also agreed that they will not sell or transfer the Founding Stockholders Warrants until
the date the Company completes its initial Business Combination, other than to permitted
transferees who agree to be subject to the transfer restrictions.

Commencing
on the date on which they become exercisable, the Founding Stockholders Warrants and the
shares of Common Stock issuable upon exercise of the Warrants will be entitled to
registration rights under a Registration Rights Agreement, dated January 30, 2007.

10



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(6)  Private
Placement

On
February 5, 2007, certain of the Companys Founding Stockholders purchased in a private
placement additional warrants to purchase 3,350,000 shares of the Companys Common Stock
generating gross proceeds of $3.35 million in the aggregate. These warrants are identical
to the Warrants contained in the Units except that they are not redeemable while held by
any of the Founding Stockholders or their permitted transferees. The warrants issued in connection
with the private placement are subject to certain transfer restrictions.

(7)
 Earnings per Common Share

The
following table sets forth the computation of basic and diluted earnings per common share
from continuing operations:

|                                           |  |  | Three
    Months
    Ended
    June 30, 2007 |            | Six
    Months
    Ended
    June 30, 2007 |   | June 2, 2006 -
    (Date of Inception)
    through
    June 30, 2006 |  | June 2, 2006 -
    (Date of Inception)
    through
    June 30, 2007
|------------------------------------------ |  |  | -------------------------------------------- | ---------- | ------------------------------------------ | - | -------------------------------------------------------------------- |  | --------------------------------------------------------------------
|                                           |  |  |                                              |            |                                            |   |                                                                      | 
|Net income to common stockholders          |  |  | $                                            | 1,237,789  |                                            | $ | 2,024,639                                                            |  | $                                                                   
|                                           |  |  |                                              |            |                                            |   |                                                                      | 
|Basic earnings per common share:           |  | 
|Weighted average common shares outstanding |  |  |                                              | 30,557,205 |                                            |   | 25,797,677                                                           |  |                                                                     
|                                           |  |  |                                              |            |                                            |   |                                                                      | 
|Net income per common share - basic        |  |  | $                                            | 0.04       |                                            | $ | 0.08                                                                 |  | $                                                                   
|                                           |  |  |                                              |            |                                            |   |                                                                      | 
|Diluted earnings per common share:         |  | 
|Weighted average common shares outstanding |  |  |                                              | 30,557,205 |                                            |   | 25,797,677                                                           |  |                                                                     
|Effect of dilutive securities:             |  | 
|Warrants                                   |  |  |                                              | 5,218,240  |                                            |   | 4,400,165                                                            |  |                                                                     
|                                           |  |  |                                              |            |                                            |   |                                                                      | 
|Weighted average dilutive common           |  | 
|shares outstanding                         |  |  |                                              | 35,775,445 |                                            |   | 30,197,842                                                           |  |                                                                     
|                                           |  |  |                                              |            |                                            |   |                                                                      | 
|Net income per common share - diluted      |  |  | $                                            | 0.03       |                                            | $ | 0.07                                                                 |  | $                                                                   
|                                           |  |  |                                              |            |                                            |   |                                                                      | 

11



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

This
Quarterly Report on Form 10-Q contains 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. These forward-looking statements deal with managements
current expectations regarding its plans and objectives for future operations. This
information may involve known and unknown risks, uncertainties and other factors which
may cause our actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by any forward-looking
statements. Forward-looking statements, which involve assumptions and describe our future
plans, strategies and expectations, are generally identifiable by use of the words may,
will, should, expect, anticipate, estimate, believe, intend or project or
the negative of these words or other variations on these words or comparable terminology.
These forward-looking statements are based on assumptions that may be incorrect, and we
cannot assure you that these projections included in these forward-looking statements
will come to pass. Our actual results could differ materially from those expressed or
implied by the forward-looking statements as a result of various factors.

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, 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.

Overview

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.

We
are a blank check company incorporated in Delaware on June 2, 2006. We were formed to
acquire, through a merger, capital stock exchange, asset acquisition or other similar
business combination, which we refer to as our initial Business Combination, one or
more businesses or assets in the energy industry, with a particular focus on businesses
or assets involved in the refining, distribution and marketing of petroleum products in
North America. We intend to use cash derived from the net proceeds of our Offering, and
the exercise by the underwriters of their over-allotment option, together with any
additional financing arrangements that we may undertake, to effect an initial Business
Combination. It is not currently contemplated that we will hold an annual meeting of
stockholders to elect new directors prior to the consummation of an initial Business
Combination, in which case all of the current directors will continue in office until
their successors are duly elected and have qualified. Our initial Business Combination
must involve one or more target businesses having a fair market value, individually or
collectively, equal to at least 80% of the balance in the Trust Account (excluding deferred underwriting discounts and commissions of $7.37 million) at the time of the transaction. However, we may not use all of the proceeds held in the Trust Account in connection with an initial Business Combination, either because the consideration for the initial Business Combination is less than the proceeds in trust or because we finance a portion of the consideration with capital stock or debt securities that we can issue. In that event, the proceeds held in the Trust Account as well as any other net proceeds not expended will be used to finance the operations of the target business or businesses.

12



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Liquidity
and Capital Resources

On
June 20, 2006, we consummated a private placement of our common stock and performance
warrants to NTR Partners LLC, one of our Founding Stockholders, for an aggregate purchase
price of $2,525,000. On December 15, 2006, we reacquired, for nominal consideration,
1,562,500 of those shares for retirement as well as all 1,750,000 of the performance
warrants for cancellation. Immediately prior to the sale of the Units in the Offering,
our director Mr. Ortale, Sewanee Partners III, L.P. (an investment fund with which Mr.
Ortale is affiliated), Hendricks Family LLLP (affiliated with our director Mrs.
Hendricks), Gilliam Enterprises LLC (affiliated with our Chairman Mr. Gilliam) and our
director Mr. Quarles, collectively purchased 3,350,000 warrants directly from us at a
price of $1.00 per warrant, for an aggregate purchase price of $3.35 million in a private
placement.

On
February 5, 2007, we closed our Offering of 24,000,000 Units with each Unit consisting of
one share of our Common Stock and one Warrant to purchase one share of our Common Stock
at an exercise price of $7.50 per share, and received gross proceeds of $240.00 million,
or net proceeds of approximately $230.40 million. All but $500,000 of the net proceeds
from our Offering were deposited in the Trust Account. On February 22, 2007, we
consummated the closing of an additional 557,205 Units which were subject to the
underwriters over-allotment option, in which we received gross proceeds of approximately
$5.57 million, or net proceeds of approximately $5.35 million.

As
of June 30, 2007, approximately $242.95 million was held in the Trust Account. We also
had $140,817 of unrestricted cash available outside the Trust Account to us for our
activities in connection with identifying and conducting due diligence of a suitable
initial Business Combination, and for general corporate matters. The following table
shows the total funds held in the Trust Account through June 30, 2007:

|Net proceeds from our initial public offering, the underwriters               |   |             |   | 
|------------------------------------------------------------------------------ | - | ----------- | - | 
|over-allotment, and private placement of common stock and warrants that        |   |            
|were placed in trust                                                           | $ | 232,757,003
|Deferred underwriting discounts and commissions                                |   | 7,367,162   |  
|Total interest earned year to date through June 30, 2007                       |   | 4,847,545   |  
|Less total interest disbursed for working capital and payment of taxes year to |   |            
|date through June 30, 2007                                                     |   | (2,026,686  | )
|Total funds held in the Trust Account through June 30, 2007                    | $ | 242,945,024 |  

13



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For
the quarter ended June 30, 2007, we paid an aggregate of approximately $1.70 million in
expenses for the following purposes:

| |  | premiums
associated with our directors and officers liability insurance;
| | - | ------------------------------------------------------------------------

| |  | payment
of estimated taxes incurred as a result of interest income earned on funds currently held
in the Trust Account;
| | - | -----------------------------------------------------------------------------------------------------------------------

| |  | expenses
for due diligence and investigation of prospective target businesses;
| | - | ------------------------------------------------------------------------------

| |  | legal
and accounting fees relating to our SEC reporting obligations and general corporate
matters; and
| | - | ------------------------------------------------------------------------------------------------------

| |  | miscellaneous
expenses.
| | - | -----------------------

We
believe that we will have sufficient funds to allow us to operate through January 30,
2009, our mandatory liquidation date, assuming that an initial Business Combination is
not consummated before that date. Approximately $6.60 million of working capital over
this time period from the interest earned from the funds held in the Trust Account will
be used to continue to fund the above activities, which as listed includes payment of
taxes. Our three officers are our only employees and at this time they are not paid a
salary, nor do they receive benefits.

In
the event of the need for additional funding, we may issue additional capital stock or
debt securities to finance an initial Business Combination. The issuance of additional
capital stock, including any convertible debt securities we may issue, or the incurrence
of debt, could have material consequences on our business and financial condition. The
issuance of additional shares of our capital stock (including upon conversion of
convertible debt securities) may:

| |  | significantly
reduce the equity interest of our stockholders;
| | - | -------------------------------------------------------------

| |  | cause
a change in control if a substantial number of our                   shares of Common
Stock are issued, which may affect, among                   other things, our ability to
use our net operating loss carry                   forwards, if any, and may also result
in the resignation or                   removal of one or more of our current officers
and directors;                   and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | adversely
affect prevailing market prices for our Common Stock.
| | - | ---------------------------------------------------------------

Similarly,
if we issue debt securities, it could result in:

| |  | default
and foreclosure on our assets if our operating revenues after an initial Business
Combination were insufficient to                   pay our debt obligations;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | acceleration
of our obligations to repay the indebtedness even                   if we have made all
principal and interest payments when due                   if the debt security contained
covenants that require the                   maintenance of certain financial ratios or
reserves and any                   such covenant were breached without a waiver or
renegotiation                   of that covenant;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | our
immediate payment of all principal and accrued interest, if any, if the debt security
were payable on demand; and
| | - | ---------------------------------------------------------------------------------------------------------------------

| |  | our
inability to obtain additional financing, if necessary, if the debt security contained
covenants restricting our ability                   to do so.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------

14



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Recent
Accounting Pronouncements

Management
does not believe that any recently issued, but not effective, accounting standards, if
currently adopted, would have a material effect on the Companys financial statements at
the present time.

Recent
Developments

In
the second quarter of 2007, from interest earned on the funds held in the Trust Account,
we withdrew $500,000 for operating expenses, paid taxes of $1,138,000 and paid Morgan
Stanley fees in the amount of $83,440. As of June 30, 2007, after giving effect to such
activity, approximately $242.95 million was held in the Trust Account. We also had
$140,817 of unrestricted cash available outside of the Trust Account to us for our
activities in connection with identifying and conducting the due diligence of a suitable
initial Business Combination, and for general corporate matters.

Critical
Accounting Policies

We have identified the following as our critical accounting policies:

Cash and
cash equivalents

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

Earnings
per common share

Earnings
per share is computed by dividing net income applicable to common stockholders by the
weighted average number of common shares outstanding for the period.

Use of
estimates

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

15



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Income
taxes

Deferred
income taxes are provided for the differences between the bases of assets and liabilities
for financial reporting and income tax purposes. The Company recorded a deferred income
tax asset for the tax effect of temporary differences, aggregating $70,960. The Companys
effective tax rate was approximately 38.9%, 35.6%, and 39.1% for the periods ended June
30, 2007 (quarter, year to-date, and from inception (June 2, 2006) through June 30,
2007). The Companys effective tax rates differ from the Federal Statutory rate of 34% because of
the impact of state income taxes and the reversal of previously established valuation
allowances on deferred tax assets.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk.

To
date, our efforts have been limited to formation and organizational activities,
activities relating to our Offering, activities relating to identifying and evaluating
prospective acquisition candidates, and activities relating to general corporate matters.
We have neither engaged in any operations nor generated any revenues. As the proceeds
from our Offering held in trust have been invested in short term investments, our only
market risk exposure relates to fluctuations in interest rates.

As
of June 30, 2007, approximately $242.95 million was held in the Trust Account. The
proceeds held in trust (including approximately $7.37 million of deferred underwriting
discounts and commissions) have been invested in a money market fund that invests
principally in short-term securities issued or guaranteed by the United States. As of
June 30, 2007, the effective annualized interest rate payable on our investment was
approximately 4.99%. Assuming no other changes to our holdings as of June 30, 2007, a 1%
decrease in the underlying interest rate payable on our investment as of June 30, 2007
would result in a decrease of approximately $262,101 in the interest earned on our
investment for the following 90-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 June 2, 2006. However,
following our initial Business Combination, we may engage in short sales and utilize
derivative instruments such as options, futures, forward contracts, interest rate swaps,
caps and floors, to hedge against exposure to fluctuations in the price of crude oil,
refined petroleum products and other energy portfolio positions, as well as foreign
currency exchange and interest rates. Hedging transactions may not be as effective as we
intend in reducing our exposure to these fluctuations and any resulting volatility in our
cash flows, and if we incorrectly assess market trends and risks, may result in lower
overall performance than if we had not engaged in any such hedging transactions.

Item 4.
Controls and Procedures.

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

There
have been no changes in our internal control over financial reporting since December 31,
2006 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

16



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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 1A.
Risk Factors.

There
have been no material changes to the risk factors disclosed in the Companys Annual
Report on Form 10-K.

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

There
were no unregistered sales of our equity securities during the quarter ended June 30,
2007.

Item 3.
Defaults upon Senior Securities.

Not
applicable.

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

Not
applicable.

Item 5.
Other Information.

Not
applicable.

Item 6.
Exhibits.

Exhibit


|No. | Description
|--- | -----------

|31.1 | Certification
of Chief Executive Officer and Principal Financial Officer Pursuant to SEC Rule
13a-14(a)/15d-14(a)
|---- | -----------------------------------------------------------------------------------------------------------------

|31.2 | Certification
of Chief Executive Officer and Principal Financial Officer Pursuant to SEC Rule
13a-14(a)/15d-14(a)
|---- | -----------------------------------------------------------------------------------------------------------------

|32.1 | Certification
of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section
1350
|---- | -----------------------------------------------------------------------------------------------------------

|32.2 | Certification
of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section
1350
|---- | -----------------------------------------------------------------------------------------------------------

17



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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 the report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                      | NTR Acquisition Co.
|--------------------- | -------------------
|                      |                    
|                      |                    
|Dated: August 3, 2007 | By:                
|                      |                    
|                      |                    
|                      |                    
|                      |                    
|Dated: August 3, 2007 | By:                
|                      |                    
|                      |                    



18