**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**






**FORM
      10-Q**






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




**FOR
      THE QUARTER ENDED September 30, 2007**




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




**COMMISSION
      FILE NUMBER:  001-33279**






**NTR
      ACQUISITION CO.**


**(Exact
      name of registrant as specified in its charter)**






**Delaware**
            
            **13-4335685****(State
                or other jurisdiction of incorporation or
                organization)**
            
            **(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  ̈




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   ̈    Accelerated
      filer   ̈    Non-accelerated
      filer  x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).    Yes  x    No   ̈




As
      of
      November 8, 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).












**TABLE
      OF CONTENTS**




**Page****PART
                I –FINANCIAL
                INFORMATION****Item 1.**
            
            **Financial
                Statements**
            
            1Balance
              SheetsStatements
              of OperationsStatements
              of Changes in Stockholders’ EquityStatements
              of Cash FlowsNotes
                to Financial Statements**Item 2.**
            
            **Management’s
                Discussion and Analysis of Financial
                Condition and Results of
                Operations**
            
            12**Item 3.**
            
            **Quantitative
                and Qualitative Disclosures About Market
                Risk**
            
            19**Item 4.**
            
            **Controls
                and Procedures**
            
            19**PART
                II –OTHER
                INFORMATION**
            
            20**Item 1.**
            
            **Legal
                Proceedings**
            
            20**Item 1A.**
            
            **Risk
                Factors**
            
            20**Item 2.**
            
            **Unregistered
                Sales of Equity Securities and Use of
                Proceeds**
            
            20**Item 3.**
            
            **Defaults
                upon Senior Securities**
            
            20**Item 4.**
            
            **Submission
                of Matters to a Vote of the Security
                Holders**
            
            20**Item 5.**
            
            **Other
                Information**
            
            20**Item 6.**
            
            **Exhibits**
            
            21**SIGNATURES**
            
            22










**PART
      I – FINANCIAL INFORMATION**





**Item 1.  Financial
      Statements.**





**NTR
                ACQUISITION CO.**
              (A
                Development Stage Enterprise)
              
              Balance
                Sheets**September
                30,**
            
            
            **December
                31,****Assets**
            
            **2007**
            
            
            **2006****(Unaudited)**
            
            
            **(Audited)**Cash
                and cash equivalents
            
            $
            723,461
            
            
            $
            2,423,747Cash
                and cash equivalents held in trust
            
            
            124,903,332
            
            
            
            -Marketable
                securities held in trust
            
            
            119,158,836
            
            
            
            -Other
                assets
            
            
            77,073
            
            
            
            1,737Total
                current assets
            
            
            244,862,702
            
            
            
            2,425,484Deferred
                tax assets
            
            
            70,056
            
            
            
            -Deferred
                offering costs
            
            
            -
            
            
            
            815,343Other
                assets
            
            
            6,756
            
            
            
            4,240Total
                assets
            
            $
            244,939,514
            
            
            $
            3,245,067**Liabilities
                and Stockholders' Equity**Accrued
                expenses
            
            $
            502,477
            
            
            $
            1,002,336Accrued
                federal and state taxes
            
            
            313,334
            
            
            
            29,067Notes
                payable to initial founders
            
            
            1,081
            
            
            
            49,534Deferred
                underwriting discount
            
            
            7,367,162
            
            
            
            -Total
                current liabilities
            
            
            8,184,054
            
            
            
            1,080,937Common
                stock, subject to possible redemption; 4,911,439 sharesat
                $9.78 per share
            
            
            48,033,874
            
            
            
            -Deferred
                interest attributable to common stock subject to possibleredemption
                (net of taxes of $612,565)
            
            
            960,131
            
            
            
            -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 atSeptember
                30, 2007 and December 31, 2006, respectively.
            
            
            30,557
            
            
            
            6,250Additional
                paid-in capital
            
            
            184,893,487
            
            
            
            2,523,748Earnings
                (deficit) accumulated during the development stage
            
            
            2,837,411
            
            
            
            (365,868
            )Total
                stockholders' equity
            
            
            187,761,455
            
            
            
            2,164,130Total
                liabilities and stockholders' equity
            
            $
            244,939,514
            
            
            $
            3,245,067See
                notes to financial statements.


1


**NTR
                ACQUISITION CO.**(A
                Development Stage Enterprise)Statements
                of Operations (Unaudited)**Three
                Months Ended September 30, 2007**
            
            
            **Three
                Months Ended September 30, 2006**
            
            
            **Nine
                Months Ended September 30, 2007**
            
            
            **June
                2, 2006 (Date of inception) through September 30,
                2006**
            
            
            **June
                2, 2006 (Date of inception) through September 30,
                2007**Operating
                expenses:Professional
                services
            
            $
            235,484
            
            
            $
            8,000
            
            
            $
            460,994
            
            
            $
            153,000
            
            
            $
            802,464Rent
                and facilities
            
            
            11,892
            
            
            
            8,721
            
            
            
            34,618
            
            
            
            12,324
            
            
            
            53,048Formation
                and
                operating
            
            
            245,043
            
            
            
            2,048
            
            
            
            652,635
            
            
            
            33,857
            
            
            
            700,556492,419
            
            
            
            18,769
            
            
            
            1,148,247
            
            
            
            199,181
            
            
            
            1,556,068Loss
                from operations before other (income and income tax
                expense)
            
            
            (492,419
            )
            
            
            (18,769
            )
            
            
            (1,148,247
            )
            
            
            (199,181
            )
            
            
            (1,556,068
            )Other
                income and (expense):Interest
                income
            
            
            3,020,900
            
            
            
            32,291
            
            
            
            7,889,960
            
            
            
            36,376
            
            
            
            7,960,979State
                taxes other than income
            
            
            -
            
            
            
            (1,161
            )
            
            
            (153,750
            )
            
            
            (19,311
            )
            
            
            (182,816
            )Other
                income
            
            
            3,020,900
            
            
            
            31,130
            
            
            
            7,736,210
            
            
            
            17,065
            
            
            
            7,778,163Income
                (loss) before income tax expense
            
            
            2,528,481
            
            
            
            12,361
            
            
            
            6,587,963
            
            
            
            (182,116
            )
            
            
            6,222,095Income
                tax expense:Current
            
            
            980,691
            
            
            
            -
            
            
            
            2,494,609
            
            
            
            -
            
            
            
            2,494,609Deferred
            
            
            904
            
            
            
            -
            
            
            
            (70,056
            )
            
            
            -
            
            
            
            (70,056
            )Income
                tax expense
            
            
            981,595
            
            
            
            -
            
            
            
            2,424,553
            
            
            
            -
            
            
            
            2,424,553Net
                income (loss)
            
            
            1,546,886
            
            
            
            12,361
            
            
            
            4,163,410
            
            
            
            (182,116
            )
            
            
            3,797,542Deferred
                interest, net of taxes, attributable to common stock subject to possible
                redemption
            
            
            (368,246
            )
            
            
            -
            
            
            
            (960,131
            )
            
            
            -
            
            
            
            (960,131
            )Net
                income attributable to common stock (loss)
            
            $
            1,178,640
            
            
            $
            12,361
            
            
            $
            3,203,279
            
            
            $
            (182,116
            )
            
            $
            2,837,411Earnings
                (loss) per share:Basic
            
            $
            0.04
            
            
            $
            0
            
            
            $
            0.12
            
            
            $
            (0.02
            )
            
            $
            0.15Diluted
            
            
            0.03
            
            
            
            0
            
            
            
            0.1
            
            
            
            (0.02
            )
            
            
            0.13Weighted
                average shares outstanding:Basic
            
            
            30,557,205
            
            
            
            7,812,500
            
            
            
            27,401,621
            
            
            
            7,812,500
            
            
            
            18,787,407Diluted
            
            
            36,191,535
            
            
            
            8,875,000
            
            
            
            32,217,695
            
            
            
            8,875,000
            
            
            
            21,948,311See
                notes to financial statements.


2


**NTR
                  ACQUISITION CO.**(A
                  Development Stage Enterprise)Statements
                  of Changes in Stockholders' Equity (Unaudited)**Earnings
                  (Deficit)****Accumulated****Additional**
              
              
              **During
                  the****Common
                  stock**
              
              
              **Paid-In**
              ****
              ****
              **Development**
              ****
              ****
              ****
              ********
              ****
              **Shares**
              ****
              ****
              **Values**
              ****
              ****
              **Capital**
              
              
              **Stage**
              
              
              **Total**Balance
                  at June 2, 2006 (inception)
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Issuance
                  of common shares to initial founders
              
              
              7,812,500
              
              
              
              7,813
              
              
              
              2,267,085
              
              
              
              -
              
              
              
              2,274,898Issuance
                  of 4,250,000 warrants to initial founders
              
              
              -
              
              
              
              -
              
              
              
              250,101
              
              
              
              -
              
              
              
              250,101Cash
                  contribution made by initial founders
              
              
              -
              
              
              
              -
              
              
              
              5,000
              
              
              
              -
              
              
              
              5,000Common
                  stock repurchased  from initial founders for
                $1.00
                  and performance warrants cancelled
              
              
              (1,562,500
              )
              
              
              (1,563
              )
              
              
              1,562
              
              
              
              -
              
              
              
              (1
              )Net
                  loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (365,868
              )
              
              
              (365,868
              )Balances
                  at December 31, 2006
              
              
              6,250,000
              
              
              
              6,250
              
              
              
              2,523,748
              
              
              
              (365,868
              )
              
              
              2,164,130Common
                  stock repurchased for $1.00
              
              
              (250,000
              )
              
              
              (250
              )
              
              
              249
              
              
              
              -
              
              
              
              (1
              )Sale
                  of 24,557,205 units, net of underwriter's discount
                and
                  offering costs
              
              
              24,557,205
              
              
              
              24,557
              
              
              
              227,173,506
              
              
              
              -
              
              
              
              227,198,063Net
                  proceeds subject to possible redemption of
                4,911,439
                  shares
              
              
              -
              
              
              
              -
              
              
              
              (48,033,873
              )
              
              
              -
              
              
              
              (48,033,873
              )Proceeds
                  from sale of warrants to founders
              
              
              
              
              
              
              -
              
              
              
              3,350,000
              
              
              
              -
              
              
              
              3,350,000Additional
                  offering costs
              
              
              -
              
              
              
              -
              
              
              
              (120,143
              )
              
              
              -
              
              
              
              (120,143
              )Net
                  income attributable to common stock
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,203,279
              
              
              
              3,203,279Balances
                  at September 30, 2007
              
              $
              30,557,205
              
              
              $
              30,557
              
              
              $
              184,893,487
              
              
              $
              2,837,411
              
              
              $
              187,761,455See
                  notes to financial statements.


3





**NTR
                ACQUISITION CO.**
              (A
                Development Stage Enterprise)
              
              Statements
                of Cash Flows (Unaudited)**Nine
                Months**
              **Ended**
              **September
                30, 2007**
            
            
            **June
                2, 2006**
              **(Date
                of**
              **inception)**
              **through**
              **September
                30, 2006**
            
            
            **June
                2, 2006**
              **(Date
                of**
              **inception)**
              **through**
              **September
                30,****2007**Cash
                flows from operating activities:Net
                income (loss)
            
            $
            3,203,279
            
            
            $
            (182,116
            )
            
            $
            2,837,411Adjustments
                to reconcile net income (loss) to net cash provided by operating
                activities:Deferred
                tax asset
            
            
            (70,056
            )
            
            
            -
            
            
            
            (70,056
            )Deferred
                interest attributable to common stock subject to possible
                redemption
            
            
            960,131
            
            
            
            -
            
            
            
            960,131Changes
                in assets and liabilities:Other
                assets
            
            
            (77,852
            )
            
            
            (352,719
            )
            
            
            (83,829
            )Accrued
                federal and state taxes
            
            
            284,267
            
            
            
            19,311
            
            
            
            313,334Accrued
                expenses
            
            
            289,792
            
            
            
            153,000
            
            
            
            545,280Notes
                payable to initial founders
            
            
            (48,453
            )
            
            
            48,429
            
            
            
            1,081Net
                cash provided (used) by operating activities
            
            
            4,541,108
            
            
            
            (314,095
            )
            
            
            4,503,352Cash
                flows from investing activities:Cash
                held in trust account
            
            
            (124,903,332
            )
            
            
            -
            
            
            
            (124,903,332
            )Purchase
                of marketable securities held in trust
            
            
            (119,158,836
            )
            
            
            -
            
            
            
            (119,158,836
            )Net
                cash used in investing activities
            
            
            (244,062,168
            )
            
            
            -
            
            
            
            (244,062,168
            )Cash
                flows from financing activities:Proceeds
                from sale of common stock to initial founders
            
            
            -
            
            
            
            2,274,899
            
            
            
            2,279,899Proceeds
                from sale of warrants to initial founders
            
            
            3,350,000
            
            
            
            250,101
            
            
            
            3,600,101Repurchase
                of common stock and performance warrants
            
            
            -
            
            
            
            -
            
            
            
            (1
            )Proceeds
                from initial public offering, net of underwriter's discount and offering
                costs
            
            
            234,470,774
            
            
            
            (68,496
            )
            
            
            234,402,278Net
                cash provided by financing activities
            
            
            237,820,774
            
            
            
            2,456,504
            
            
            
            240,282,277Net
                increase (decrease) in cash
            
            
            (1,700,286
            )
            
            
            2,142,409
            
            
            
            723,461Cash
                and cash equivalents, beginning of period
            
            
            2,423,747
            
            
            
            -
            
            
            
            -Cash
                and cash equivalents, end of period
            
            $
            723,461
            
            
            $
            2,142,409
            
            
            $
            723,461Noncash
                financing activities:Accrual
                of deferred offering costs
            
            $
            418,114
            
            
            $
            260,000
            
            
            $
            1,164,962Accrual
                of deferred underwriter fee
            
            
            7,367,162
            
            
            
            -
            
            
            
            7,367,162Supplementary
                DisclosuresTaxes
                Paid
            
            $
            2,364,092
            
            
            $
            -
            
            
            $
            2,364,092See
                notes to financial statements.


4


**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 (an “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.  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 effect an Initial Business Combination
      by that date.





Primarily
      all activity through September 30, 2007 relates 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 has not yet commenced any
      commercial operations.  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.




On
      January 29, 2007, 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 September 30, 2007, the amount of $244,062,168
      was being held in the Trust Account, which represents approximately $9.94 per
      share (excluding 6,000,000 shares of Common Stock owned by our founding
      stockholders, as such shares do not have liquidation rights). The $9.94 per
      share does not include a deduction for approximately $1,720,000 of interest
      income not yet withdrawn by the Company for due diligence on prospective
      acquisitions and continuing general and administrative expenses as described
      further below.





5


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 an Initial 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 holders representing less than 20% of
      the
      shares sold in the Offering voted by the Public Stockholders are voted against
      the transaction and validly exercise their conversion rights.  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
      as promptly as practicable after a plan of dissolution is
      adopted.  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


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 September 30, 2007, for the three months
      ended September 30, 2007 and 2006, nine months ended September 30, 2007, for
      the
      period from June 2, 2006 (Inception) to September 30, 2006 and for the period
      from June 2, 2006 (Inception) to September 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 September 30, 2007 and the
      results of its operations for the three months ended September 30, 2007 and
      2006, nine months ended September 30, 2007, for the period from June 2, 2006
      (Inception) to September 30, 2006 and for the period from June 2, 2006
      (Inception) to September 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 September 30, 2007 reflect the results of operations
      and cash flows for the three months ended September 30, 2006, and the
      period from June 2, 2006 (Inception) to September 30, 2006,
      respectively.





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.





7


*(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.





*(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
      which the Company has the ability and intent to hold until
      maturity.  Held-to-maturity treasury securities are recorded at
      amortized cost and 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 evidence indicating the cost of the
      investment is recoverable outweighs 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 in the geographic area or industry the investee
      operates in.





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 consolidated 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 (Loss) 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.





8


*(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.





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 with a target business 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 the 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 September 30, 2007 were as follows:




**Carrying
                amount**
            
            
            **Gross
                unrealized holding gains**
            
            
            **Gross
                unrealized holding (losses)**
            
            
            **Fair
                value**At****September
                30, 2007Held
                to maturity:
              U.S.
                Treasury securities
            
            $
            119,158,836
            
            
            $
            269,182
            
            
            $
            0
            
            
            $
            119,428,018




These
        treasury securities classified as held-to-maturity mature within
        one-year.


9





*(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.





10


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.





*(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**
                **September**
                **30,
                  2007**
              
              
              **Three**
                **Months**
                **Ended**
                **September**
                **30,
                  2006**
              
              
              **Nine**
                **Months**
                **Ended**
                **September**
                **30,
                  2007**
              
              
              **June
                  2, 2006 (Date of inception) through September 30,
                  2006**
              
              
              **June
                  2, 2006 (Date of inception) through September 30,
                  2007**Net
                  income (loss) to common stockholders
              
              $
              1,178,640
              
              
              $
              12,361
              
              
              $
              3,203,279
              
              
              $
              (182,116
              )
              
              $
              2,837,411Basic
                  earnings per common share:Weighted
                  average common shares outstanding
              
              
              30,557,205
              
              
              
              7,812,500
              
              
              
              27,401,621
              
              
              
              7,812,500
              
              
              
              18,787,407Net
                  income (loss) per common share - basic
              
              $
              0.04
              
              
              $
              0.00
              
              
              $
              0.12
              
              
              $
              (0.02
              )
              
              $
              0.15Diluted
                  earnings per common share:Weighted
                  average common shares outstanding
              
              
              30,557,205
              
              
              
              7,812,500
              
              
              
              27,401,621
              
              
              
              7,812,500
              
              
              
              18,787,407Effect
                  on dilutive securities:Warrants
              
              
              5,634,330
              
              
              
              1,062,500
              
              
              
              4,816,074
              
              
              
              1,062,500
              
              
              
              3,160,904Weighted
                  average dilutive common shares outstanding
              
              
              36,191,535
              
              
              
              8,875,000
              
              
              
              32,217,695
              
              
              
              8,875,000
              
              
              
              21,948,311Net
                  income (loss) per common share - diluted
              
              $
              0.03
              
              
              $
              0.00
              
              
              $
              0.10
              
              
              $
              (0.02
              )
              
              $
              0.13
   11


(8)*Subsequent
        Events*
 
 On
        November 2, 2007, the Company entered into a share purchase agreement (the
        “Purchase Agreement”) to acquire, directly or indirectly (the “Acquisition”),
        100% of the outstanding shares of Kern Oil & Refining Co., a California oil
        refining and marketing company (“Kern”), from Casey Co., a privately held
        California company, for a base purchase price of $286.5 million in cash,
        subject
        to adjustment to reflect the amount of Kern's working capital and the value
        of
        its inventory at the time of closing.
 On
        November 2, 2007, the Company and Occidental Petroleum Investment Co.
        (“Occidental”), a California corporation wholly owned by Occidental Petroleum
        Corporation, entered into a Series A Senior Convertible Preferred Stock Purchase
        Agreement (the “Convertible Stock Purchase Agreement”), under which Occidental
        will purchase, upon closing of the Acquisition, shares of new Series A
        Convertible Preferred Stock, par value $0.0001 per share (the “Convertible
        Stock”), to be issued to it by the Company for the aggregate consideration of
        $35 million, plus the amount of any advances to the Company up to $3 million
        (an
“Advance”) together with any accrued interest thereon.
  **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






**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 $230.4 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 September 30, 2007, approximately
      $244.06 million was held in the Trust Account.  We also had $723,461
      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 September 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
            
            $
            232,757,003Deferred
                underwriting discounts and commissions
            
            
            7,367,162Total
                interest earned year to date through September 30, 2007
            
            
            7,863,487Less
                total interest disbursed for working capital and payment of taxes
                year to
                date through September 30, 2007
            
            
            3,925,484**Total
                funds held in Trust Account through September 30,
                2007**
            
            $
            244,062,168





13





For
      the quarter ended September 30,
      2007, we paid an aggregate of approximately $1.47 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.  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


**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 third quarter of 2007, from
        interest earned on the funds held in the Trust Account, we withdrew $750,000
        for
        operating expenses, paid taxes of $1,065,000 and paid Morgan Stanley fees
        in the
        amount of $83,800.  As of September 30, 2007, after giving effect to
        such activity, approximately $244.06 million was held in the Trust
        Account.  We also had $723,461 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.
  On
        November 2, 2007, we entered into a share purchase agreement (the “Purchase
        Agreement”) to acquire, directly or indirectly (the “Acquisition”), 100% of the
        outstanding shares of Kern Oil & Refining Co., a California oil refining and
        marketing company (“Kern”), from Casey Co., a privately held California company,
        for a base purchase price of $286.5 million in cash, subject to adjustment
        to
        reflect the amount of Kern’s working capital and the value of its inventory at
        the time of closing.
  A
        portion
        of the purchase price will be funded with cash currently being held in the
        Trust
        Account and the balance of the purchase price will be funded from the proceeds
        of a private placement financing that is expected to be completed simultaneously
        with closing of the Acquisition, as described below. In addition, the Company
        has received a proposal for a $120 million senior secured revolving credit
        facility which would be used to replace letters of credit which Kern currently
        has in place and for other purposes.
  The
        base
        purchase price is subject to possible adjustment at closing based on estimates
        to be made by Casey in advance of each of Kern’s working capital and inventory
        value, with the base price to be adjusted upwards or downwards in each case
        by
        an amount equal to the difference between Casey’s estimate and an agreed-upon
        baseline amount. The purchase price will be subject to further adjustment
        post-closing if statements Kern will prepare promptly thereafter of working
        capital and inventory differ from Casey’s estimates, with any deficit to be
        reimbursed by Casey to the Company. For these purposes, “inventory” refers to
        crude exchange balances due to Kern and crude oil, feedstocks, intermediate
        petroleum products and blend components, finished petroleum products, parts
        and
        supplies inventory, chemicals and additives held in stock by Kern or to which
        Kern has title.
  Three
        percent (3%) of the purchase price payable at closing will be held in a
        third-party escrow account, with the funds available to satisfy indemnity
        claims
        made by the Company against Casey under the Purchase Agreement. Subject to
        the
        maximum cap on indemnity payments by Casey to us described below, Casey shall
        be
        directly responsible for losses incurred by the Company and covered by the
        indemnification provisions of the Purchase Agreement. The balance of any
        amounts
        remaining in escrow against which no claims have been made shall be released
        to
        Casey 18 months following the closing.
  15
  The
        base
        purchase price is payable at closing, except that $1.5 million was paid into
        escrow upon execution of the Purchase Agreement. This amount will either
        be
        released to Casey if the Acquisition does not close because we fail to obtain
        approval from Public Stockholders in the manner described below, or applied
        upon
        closing to the amount of the indemnity escrow.
  The
        Purchase Agreement contains customary representations and warranties made
        to
        each other by Casey, for itself and Kern, on the one hand, and the Company,
        on
        the other.
  The
        representations and warranties of each party set forth in the Purchase Agreement
        have been made solely for the benefit of the other party to the Purchase
        Agreement. In addition, these representations and warranties have been qualified
        by disclosures made to the other party and speak only as of the date of the
        Purchase Agreement or such other date as is specified therein. Certain of
        the
        contractual representations made by the parties are subject to a standard
        of
        materiality that may be different from what investors or security holders
        view
        as material to their interests. Representations may be used as a tool to
        allocate risks between the parties to the Purchase Agreement, including where
        the parties do not have complete knowledge of all of the facts. Holders of
        the
        Company’s securities are not third-party beneficiaries under the Purchase
        Agreement and should not rely on the representations and covenants in the
        Purchase Agreement or any descriptions thereof as characterizations of the
        actual state of facts or condition of the parties, Kern or any of their
        respective affiliates.
  Each
        party to the Purchase Agreement has made customary covenants, including among
        other things covenants by Casey to, and to cause Kern to, continue to conduct
        Kern’s business in the ordinary course and not take specified actions prior to
        closing, and not to, and to cause Kern not to, solicit or pursue competing
        acquisition proposals from any other person. We have covenanted, among other
        things, to file a proxy statement with the SEC to seek the required shareholder
        approval for the Acquisition.
  The
        obligations of the Company and Casey to complete the Acquisition are subject
        to
        the satisfaction or waiver by the other at or prior to the closing date of
        various customary conditions, including the receipt of all required regulatory
        approvals and consents. Our obligation to close the Acquisition is also subject
        to the Company obtaining the affirmative vote of a majority of the
        Public Stockholders holding Common Stock issued in the Offering, or the
        Company’s “public shares,” voted on the matter. Additionally, we may not
        consummate the Acquisition if holders owning 20% or more of the shares sold
        in
        the Offering voted by the Public Stockholders both vote against the Acquisition
        and exercise their right to convert their public shares into a pro-rata portion
        of the funds held in the Trust Account for the benefit of the holders of
        the
        public shares. Public Stockholders voting against the Acquisition and exercising
        their conversion rights will be entitled to convert their public shares only
        if
        the Acquisition is approved and consummated. If the Acquisition is not completed
        for any reason, these Public Stockholders will not be entitled to convert
        their
        shares.
  16
  The
        Purchase Agreement may be terminated and the Acquisition abandoned by mutual
        written agreement of the Company and Casey, or for other customary reasons,
        including the failure of any condition to closing of either party that has
        not
        been waived, or if the closing shall not have occurred on or before the 45th
        day
        after the Company’s shareholder vote. Casey will be entitled to receive the $1.5
        million deposited on signing into an escrow account if we terminate the Purchase
        Agreement because the Company’s shareholders fail to approve the Acquisition.
  Casey
        and
        the Company have each agreed to indemnify the other from losses incurred
        as a
        result of any breach by the other party of any representation, warranty,
        covenant, obligation or agreement made in the Purchase Agreement, provided
        that
        Casey will have no obligation to indemnify us unless and until the aggregate
        amount of losses incurred by us equals one percent of the purchase price
        payable
        upon closing. In addition, Casey’s maximum aggregate liability is capped at 10%
        of the closing purchase price. We will have recourse to the escrow account
        described above for indemnifiable losses of up to three percent of the closing
        purchase price for a period of 18 months following the closing.
  On
        November 2, 2007, the Company and Occidental Petroleum Investment Co.
        (“Occidental”), a California corporation wholly owned by Occidental Petroleum
        Corporation, entered into a Series A Senior Convertible Preferred Stock Purchase
        Agreement (the “Convertible Stock Purchase Agreement”), under which Occidental
        will purchase, upon closing of the Acquisition, shares of new Series A
        Convertible Preferred Stock, par value $0.0001 per share (the “Convertible
        Stock”), to be issued to it by the Company for the aggregate consideration of
        $35 million, plus the amount of any advances to the Company up to $3 million
        (an
“Advance”) together with any accrued interest thereon. Any Advances to the
        Company will be made to fund operating expenses and expenses related to the
        Acquisition prior to closing. We have issued a promissory note to Occidental
        for
        the full amount of any Advances, plus interest to accrue at an annual rate
        of
        9%, payable quarterly. The note will mature on the earlier of (i) November
        1,
        2008, and (ii) closing of the sale to Occidental of the Convertible Stock.
        Occidental has waived any claims against amounts in the Trust Account.
  If
        we do
        not close the Acquisition but do consummate a replacement transaction,
        Occidental will have the option to purchase up to three percent of the capital
        stock of the surviving entity of the replacement transaction in consideration
        for any Advances.
  The
        Convertible Stock is subject to mandatory redemption by the Company on the
        fifth
        anniversary of the date of its first issuance (the “redemption date”) at a price
        per share equal to $1,000 (as adjusted for any stock dividends, combinations
        or
        splits) plus all declared or accumulated but unpaid dividends. Each share
        of
        Convertible Stock will be convertible at the option of the holder on or prior
        to
        the fifth day prior to the redemption date, into a number of shares of Common
        Stock equal to $1,000 divided by the conversion price. The conversion price
        will
        be the lower of (i) the closing price per share of Common Stock on the day
        that
        immediately preceded the closing date of the Acquisition (or a replacement
        transaction) and (ii) the average of the closing price for each of the thirty
        (30) trading days immediately preceding the date on which the Company announced
        any such transaction, subject to adjustments for certain dilutive events,
        stock
        combinations and stock reclassifications and reorganizations. The Convertible
        Stock is also subject to forced conversion at the option of the Company at
        the
        conversion price at any time after the mean closing price for Common Stock
        on
        the American Stock Exchange for any thirty (30) consecutive trading days
        has
        exceeded 200% of the conversion price for the Convertible Stock.
  17
  The
        Convertible Stock Purchase Agreement contemplates that the Company, Occidental,
        and our founding shareholders will enter into a Shareholders’ Rights Agreement
        (the “Shareholders’ Agreement”) under which, among other things, we will grant
        Occidental certain rights, including (i) a right of first refusal in future
        equity offerings by the Company, subject to certain customary exceptions;
        (ii)
        for two years after closing of the Acquisition, the right to exchange the
        Convertible Stock into debt of the Company in connection with specified types
        of
        debt issuances; and (iii) approval rights over specified corporate actions
        by
        the Company that would affect the rights of the holders of the Convertible
        Stock. The Shareholders Agreement will impose certain restrictions on
        Occidental’s ability to transfer the Convertible Stock, including a prohibition
        on transfer without our consent for six months after closing of the Acquisition.
  The
        Company and Occidental also intend to enter into a Registration Rights Agreement
        granting Occidental certain rights to register the resale of any Convertible
        Stock they receive, as well as any shares of Common Stock into which it is
        converted.




**Critical
      Accounting Policies**




The
      preparation of financial statements
      and related disclosures 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,
      disclosure of contingent assets and liabilities at the date of the financial
      statements, and income and expenses during the periods
      reported.  Actual results could materially differ from those
      estimates.  We have identified the following as our critical
      accounting policies:




***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.




18


***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
      $70,056.  The Company’s effective tax rate was approximately 38.82%,
      36.80% ,and 38.97% for the periods ended September 30, 2007 (quarter, year
      to-date, and from inception (June 2, 2006) through September 30,
      2007).  Such 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 September 30, 2007, approximately
      $244.06 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 treasury securities or in a money market
      fund that invests principally in short-term securities issued or guaranteed
      by
      the United States of America.  As of September 30, 2007, the effective
      annualized interest rate payable on our investments was approximately
      4.88%.  Assuming no other changes to our holdings as of September 30,
      2007, a 1% decrease in the underlying interest rate payable on our investments
      as of September 30, 2007 would result in a decrease of approximately $268,009
      in
      the interest earned on our investments 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 September 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.






19


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.





**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 September 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.**





The
      Board of Directors of the Company
      has established a Compensation Committee comprised of its four independent
      directors, Mr. D. Duane Gilliam, Mrs. Maureen A. Hendricks, Mr. Buford H. Ortale
      and Mr. Randal K. Quarles, with Mr. Ortale appointed to act as Chairman of
      the
      Committee. The Board has not yet adopted a Compensation Committee Charter but
      expects to do so before the Committee undertakes its duties.




20


**Item 6.  Exhibits.**





ExhibitNo.
              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




21


**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:
                November 9, 2007
            By:
            /s/
                Mario E. Rodriguez**Mario
                E. Rodriguez**
              **Chief
                Executive Officer**Dated:
                November 9, 2007
            By:
            /s/
                William E. Hantke**William
                E. Hantke**
              **Principal
                Financial Officer**




22