- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2009.

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

For the transition period from ____________ to ____________

Commission file number 001-33924

OVERTURE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-0576724
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

c/o Maples Corporate Services Limited

PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands

(Address of Principal Executive Offices) (Zip Code)

(646) 736-1376

(Registrant’s Telephone Number, Including Area Code)

N/A

Former Name, Former Address and Former Fiscal year, if Changed Since Last Report

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨ (Do not check if smaller reporting company)		Smaller reporting company	¨

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 9, 2009 there were 18,750,000 ordinary shares, par value $.0001 per share, issued and outstanding.

OVERTURE ACQUISITION CORP.

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2009

INDEX

			Pages
Part I.	Financial Information
	Item 1.	Financial Statements

		Condensed Balance Sheets at September 30, 2009 (Unaudited) and December 31,
		2008	3

		Condensed Statements of Operations (Unaudited) for the three months ended
		September 30, 2009 and 2008, for the nine months ended September 30, 2009 and 2008,
		and for the period from September 25, 2007 (inception) through September 30, 2009	4

		Condensed Statement of Changes in Shareholders’ Equity (Unaudited) for the period from
		September 25, 2007 (inception) through September 30, 2009	5

		Condensed Statements of Cash Flows (Unaudited) for the nine months ended
		September 30, 2009 and 2008, and for the period from September 25, 2007 (inception)
		through September 30, 2009	6

		Notes to Unaudited Condensed Financial Statements	7-9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of
		Operations	10-13

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13

	Item 4.	Controls and Procedures	13

Part II.	Other Information

	Item 1.	Legal Proceedings	14

	Item 1A.	Risk Factors	14
	.
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14

	Item 3.	Defaults Upon Senior Securities	14

	Item 4.	Submission of Matters to a Vote of Security Holders	14

	Item 5.	Other Information	14

	Item 6.	Exhibits	14

Signatures			15

Forward-Looking Statements

This report, and the information incorporated by reference in it, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limited to, statements regarding our or our management’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements about our:

Ability to complete our initial business combination;

Success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

Officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

Potential ability to obtain additional financing to complete our initial business combination;

Limited pool of prospective target businesses;

The ability of our officers and directors to generate a number of potential investment opportunities;

Potential change in control if we acquire one or more target businesses for shares;

Our public securities’ potential liquidity and trading;

The delisting of our securities from the NYSE Alternext US or the ability to have our securities listed on the NYSE Alternext US following our initial business combination;

Use of proceeds not held in the trust account or available to us from interest and dividend income on the trust account balance; or

Financial performance.

The forward-looking statements contained or incorporated by reference in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us and speak only as of the date of such statement. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” (refer to Part II, Item IA of the Company’s December 31, 2008 Form 10-K). Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

References in this report to “we,” “us” or “our company” refers to Overture Acquisition Corp. References to “public shareholders” refer to purchasers of our securities by persons other than our founders in, or subsequent to, our initial public offering.

PART I. – FINANCIAL INFORMATION

ITEM 1. Financial Statements.

OVERTURE ACQUISITION CORP.

(a development stage company)

Condensed Balance Sheets

	September 30, 2009		December 31, 2008
	(Unaudited)
Assets
Current assets
Cash	$	800,943	$	1,112,952
Cash held in Trust Account, interest and dividend income available for working capital and taxes (including accrued interest receivable of $3,368 at December 31, 2008)		73,522		62,148
Prepaid expenses and miscellaneous receivables		31,541		83,568
Total current assets		906,006		1,258,668

Trust account, restricted
Cash held in trust account, restricted		150,530,000		150,530,000
Total assets	$	151,436,006	$	151,788,668

Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued expenses	$	44,511	$	101,794

Ordinary shares subject to possible redemption (4,499,999 shares at redemption value)		45,158,990		45,158,990

Commitments and contingencies

Shareholders’ equity
Preferred shares, $0.0001 par value, authorized
1,000,000 shares; none issued		—		—
Ordinary shares, $0.0001 par value; authorized 100,000,000 shares; issued and outstanding 18,750,000 shares (less 4,499,999 shares subject to possible redemption) and 4,312,500 shares at September 30, 2009 and December 31, 2008, respectively		1,425		1,425
Additional paid-in capital		105,233,111		105,233,111
Income accumulated during development stage		997,969		1,293,348
Total shareholders’ equity		106,232,505		106,527,884
Total liabilities and shareholders’ equity	$	151,436,006	$	151,788,668

The accompanying notes are an integral part of these condensed financial statements.

OVERTURE ACQUISITION CORP.

(a development stage company)

Condensed Statements of Operations

(Unaudited)

	For the three months ended September 30, 2009			For the three months ended September 30, 2008			For the nine months ended September 30, 2009			For the nine months ended September 30, 2008			For the period from September 25, 2007 (inception) through September 30, 2009

Revenue	$	-		$	-		$	-		$	-		$	-

Formation and operating costs		112,701			112,313			371,901			352,523			797,631

Loss from operations		(112,701	)		(112,313	)		(371,901	)		(352,523	)		(797,631	)

Interest and dividend income		40,183			519,420			76,522			1,633,542			1,795,600

Net (loss) income	$	(72,518	)	$	407,107		$	(295,379	)	$	1,281,019		$	997,969

Weighted average number of ordinary shares outstanding excluding ordinary shares subject to possible redemption- basic and diluted		14,250,001			14,250,001			14,250,001			13,223,541

Basic and diluted net (loss) income per share	$	(.01	)	$	.03		$	(.02	)	$	.10

The accompanying notes are an integral part of these condensed financial statements.

OVERTURE ACQUISITION CORP.

(a development stage company)

Condensed Statement of Changes in Shareholders’ Equity

(Unaudited)

For the Period from September 25, 2007 (inception) through September 30, 2009

	Ordinary Shares						Additional paid-in			(Deficit) income accumulated during			Total shareholders’
	Shares			Amount			capital			development stage			equity

Balance, September 25, 2007 (inception)		—		$	—		$	—		$	—		$	—
Issuance of shares to initial shareholders		4,312,500			431			24,569			—			25,000
Net loss for the period from September 25, 2007 (inception) through December 31, 2007		—			—			—			(4,500	)		(4,500	)
Balance, December 31, 2007		4,312,500			431			24,569			(4,500	)		20,500
Sale of 15,000,000 units, net of underwriters’ discount and offering expenses (includes 4,499,999 shares subject to possible redemption)		15,000,000			1,500			145,987,026			—			145,988,526
Proceeds subject to possible redemption of 4,499,999 shares		—			(450	)		(45,158,540	)		—			(45,158,990	)
Proceeds from issuance of sponsor’s warrants		—			—			4,380,000			—			4,380,000
Forfeiture of 562,500 ordinary shares from initial shareholders		(562,500	)		(56	)		56			—			—
Net income for the year ended December 31, 2008		—			—			—			1,297,848			1,297,848
Balance, December 31, 2008		18,750,000			1,425			105,233,111			1,293,348			106,527,884
Net loss for the nine months ended September 30, 2009		—			—			—			(295,379	)		(295,379	)
Balance, September 30, 2009 (Unaudited)		18,750,000		$	1,425		$	105,233,111		$	997,969		$	106,232,505

The accompanying notes are an integral part of these condensed financial statements.

OVERTURE ACQUISITION CORP.

(a development stage company)

Condensed Statements of Cash Flows

(Unaudited)

	For the nine months ended September 30, 2009			For the nine months ended September 30, 2008			For the period from September 25, 2007 (inception) through September 30, 2009
Cash Flows from Operating Activities
Net (loss) income	$	(295,379	)	$	1,281,019		$	997,969
Adjustments to reconcile net (loss) income to net
cash (used in) provided by operating activities:
Changes in operating assets and liabilities:
Prepaid expenses and miscellaneous receivables		52,027			(105,091	)		(31,541	)
Accounts payable and accrued expenses		(57,283	)		152,624			44,511

Net cash (used in) provided by operating activities		(300,635	)		1,328,552			1,010,939
Cash Flows from Investing Activities
Cash held in trust account, restricted		—			(150,530,000	)		(150,530,000	)
Accrued interest and dividend in trust account, interest and dividend income to be available for working capital and taxes		(11,374	)		(523,453	)		(73,522	)
Net cash used in investing activities		(11,374	)		(151,053,453	)		(150,603,522	)
Cash Flows from Financing Activities
Proceeds from issuance of shares to initial shareholders’		—			—			25,000
Gross proceeds from initial public offering shares		—			150,000,000			150,000,000
Proceeds from notes payable, shareholders		—			—			175,000
Repayment of notes payable, shareholders		—			(175,000	)		(175,000	)
Proceeds from issuance of sponsors’ warrants		—			4,380,000			4,380,000
Payment of underwriter’s discounts and offering costs		—			(3,820,748	)		(4,011,474	)
Net cash provided by financing activities					150,384,252			150,393,526
Net (decrease) increase in cash		(312,009	)		659,351			800,943
Cash at beginning of the period		1,112,952			76,954			—
Cash at end of the period	$	800,943		$	736,305		$	800,943

Supplemental disclosure of cash flow information:
Non-cash investing and financing transaction:
Accrual of deferred offering costs	$	—		$	325,573		$	325,573

The accompanying notes are an integral part of these condensed financial statements .

OVERTURE ACQUISITION CORP.

(a development stage company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 —

ORGANIZATION, BUSINESS OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN CONSIDERATIONS

These unaudited condensed financial statements as of September 30, 2009 and for the three and nine months ended September 30, 2009, and for the period from September 25, 2007 (inception) through September 30, 2009 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim period presented are not necessarily indicative of the results to be expected for any other interim period or for the full year.

These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto for the period ended December 31, 2008 included in Overture Acquisition Corp.’s (the “Company”) Form 10-K filed on March 20, 2009. The accounting policies used in preparing these unaudited condensed financial statements are consistent with those described in the December 31, 2008 financial statements.

The Company was incorporated in the Cayman Islands on September 25, 2007 as a blank check company formed for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses (a ‘‘Business Combination’’). The Company has selected December 31 as its fiscal year end.

All activity from September 25, 2007 (inception) through February 5, 2008 relates to the Company’s formation and the initial public offering (“the Offering”). Since February 5, 2008, the Company has been searching for a target business to acquire.

Management has evaluated subsequent events to determine if events or transactions occurring through November 9, 2009, the date the accompanying unaudited condensed financial statements were issued, require potential adjustment or disclosure.

Going Concern and Management’s Plan and Intentions

Pursuant to its Articles of Association, if the Company is unable to consummate a Business Combination prior to January 30, 2010, the Company would have to liquidate and return the funds held in the trust account to the holders of shares issued in the Offering. There can be no assurance that the Company will enter into a Business Combination prior to January 30, 2010. This factor raises a substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

OVERTURE ACQUISITION CORP.

(a development stage company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 —

ORGANIZATION, BUSINESS OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN CONSIDERATIONS (CONTINUED)

Earnings (Loss) Per Share

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260 , “Presentation of Earnings Per Share”, earnings (loss) per ordinary share amounts (“Basic EPS”) are computed by dividing earnings (loss) by the weighted average number of ordinary shares outstanding for the period. Ordinary shares subject to possible redemption of 4,499,999 have been excluded from the calculation of basic earnings per share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. Earnings per ordinary share amounts, assuming dilution (“Diluted EPS”), gives effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. FASB ASC 260 requires the presentation of both Basic EPS and Diluted EPS on the face of the statements of operations. In accordance with FASB ASC 260, the Company has not considered the effect of its outstanding warrants in the calculation of diluted earnings per share since the exercise of the warrants is contingent upon the occurrence of future events.

Fair Value of Financial Instruments

The Company’s financial instruments are cash, cash held in trust and accounts payable. The recorded values of cash, cash held in trust and accounts payable approximate their fair values based on their short term maturities.

Concentration of Credit Risk

FASB ASC 825, “Financial Instruments”, requires disclosure of significant concentrations of credit risk regardless of the degree of risk. At September 30, 2009, financial instruments that potentially expose the Company to credit risk consist of cash and cash equivalents. The Company maintains its cash balances in U.S. Treasury only money market funds at JP Morgan Private Bank. At times, the Company’s cash and cash held in the trust account may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation (“SIPC”) insurance limits. Management believes the risk of loss to be minimal.

Recently Issued And Adopted Accounting Pronouncements

In June 2009, the FASB issued FASB ASC 105, “Generally Accepted Accounting Principles”, which establishes the FASB Accounting Standards Codification as the sole source of authoritative generally accepted accounting principles. Pursuant to the provisions of FASB ASC 105, the Company has updated references to GAAP in its financial statements issued for the period ended September 30, 2009. The adoption of FASB ASC 105 did not impact the Company's financial position or results of operations.

In April 2009, FASB issued requirements for disclosures about the fair value of financial instruments for interim reporting periods which are included in FASB ASC 825, “Financial Instruments”. Per FASB ASC 825, the requirements are effective for interim reporting periods ending after June 15, 2009. The adoption of these requirements did not have a material effect on the Company’s condensed financial position or results of operations.

In April 2009, FASB issued additional guidance for Fair Value Measurements when the volume and level of activity for the asset or liability has significantly decreased which is included in FASB ASC 820, “Fair Value Measurements and Disclosures.” The requirements are effective for interim reporting periods ending after June 15, 2009. The adoption of these requirements did not have a material effect on the Company’s condensed financial position or results of operations.

OVERTURE ACQUISITION CORP.

(a development stage company)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 —

ORGANIZATION, BUSINESS OPERATIONS, SIGNIFICANT ACCOUNTING POLICIES AND GOING CONCERN CONSIDERATIONS (CONTINUED

Recently Issued And Adopted Accounting Pronouncements (Continued)

In April 2009 FASB issued additional clarification on the initial recognition and measurement of assets acquired and liabilities assumed in a business combination that arise from contingencies which is included in FASB ASC 805, “Business Combinations”. The adoption of these requirements did not have a material effect on the Company’s condensed financial position or results of operations, but will effect any future business combinations.

In May 2009, FASB issued guidance that establishes general standards of accounting for, and disclosure of events that occur subsequent to the balance sheet date but before the financial statements are issued, which is included in FASB ASC 855, “Subsequent Events”. The requirements are effective for all reporting periods ending after June 15, 2009. The adoption of these requirements did not have a material effect on the Company’s condensed financial position or results of operations.

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

NOTE 2 — COMMITMENTS AND CONTINGENCIES

The Company entered into an agreement with the underwriters of the Offering (the ‘‘Underwriting Agreement’’) dated January 30, 2008. The Underwriting Agreement required the Company to pay 2% ($3,000,000) of the gross proceeds of the Offering as an underwriting discount plus an additional 5% ($7,500,000) of the gross proceeds only upon consummation of a Business Combination. The underwriters have waived their right to receive payment of the 5% ($7,500,000) of the gross proceeds upon the Company’s liquidation if it is unable to complete a Business Combination.

The Company’s Memorandum and Articles of Association were amended on January 30, 2008 to provide that the Company will immediately go into voluntary liquidation if the Company has not completed a Business Combination within 24 months from the effective date of the registration statement relating to the Offering (‘‘Effective Date’’) or January 30, 2010. If the Company has not completed a Business Combination by such date, its corporate existence will cease except for the purposes of liquidating and winding up its affairs. In the event of liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Offering.

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

The following discussion should be read in conjunction with our unaudited Condensed Financial Statements and footnotes thereto contained in this report.

Forward Looking Statements

All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

We were incorporated in the Cayman Islands on September 25, 2007 as a blank check company formed for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses. We intend to utilize cash derived from the proceeds of our initial public offering and the private placement of our sponsors’ warrants, our capital shares, debt or a combination of cash, capital shares and debt in effecting a business combination.

On February 5, 2008, we completed our initial public offering of 15,000,000 units at $10.00 per unit. In conjunction with the consummation of the initial public offering we sold an aggregate of 4,380,000 sponsors’ warrants to certain existing shareholders pursuant to a sponsors’ warrant purchase agreement dated January 18, 2008 on a private placement basis at a price of $1.00 per warrant, for an aggregate price of $4,380,000. The total gross proceeds from the initial public offering, excluding the warrants sold on a private placement basis amounted to $150,000,000. After the payment of offering expenses, the net proceeds to us amounted to $145,988,526. Each unit consists of one ordinary share and one warrant. Each warrant entitles the holder to purchase one ordinary share at an exercise price of $7.00 commencing the later of the completion of an initial business combination or fifteen months from the date of our final prospectus relating to the initial public offering (or April 30, 2009) and expiring five years from the date of our final prospectus (or January 30, 2013). The Company may redeem the warrants, at a price of $0.01 per warrant upon 30 days’ notice after the warrants become exercisable, only in the event that the last sale price of the ordinary shares is at least $14.25 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which the notice of redemption is given.

Results of Operations and Known Trends or Future Events

For the nine months ended September 30, 2009 and 2008, for the three months ended September 30, 2009 and 2008, and for the period from September 25, 2007 (inception) through September 30, 2009, we had a net (loss) income of $(295,379), $1,281,019, $(72,518), $407,107 and $997,969, respectively. Our income was all derived from interest and dividend on the net proceeds of our initial public offering offset by formation and operating costs.

We incurred $112,701, $112,313, $371,901, $352,523 and $797,631, in formation and operating costs during the three months ended September 30, 2009 and 2008, the nine months ended September 30, 2009 and 2008, and for the period from September 25, 2007 (inception) through September 30, 2009, respectively.

During the three months ended September 30, 2009 and 2008, these expenses consisted of approximately $46,000 and $22,000 of legal and accounting, respectively, insurance of approximately $19,000 and $19,000, respectively, administrative services of approximately $11,000 and $16,000, respectively, travel related costs of approximately $35,000 and $54,000, respectively and approximately $1,000 and $1,000, respectively, for other miscellaneous expenses incurred. For the nine months ended September 30, 2009 and 2008, expenses consisted of approximately $193,000 and $171,000 of legal and accounting, respectively, approximately $58,000 and $51,000 of insurance, respectively, approximately $37,000 and $35,000 and for administrative services, respectively, approximately $62,000 and $85,000 of travel related costs, respectively, and approximately $21,000 and $11,000, respectively, for other miscellaneous expenses incurred. For the period from September 25, 2007 (inception) through September 30, 2009, approximately $405,000 of those expenses consisted of legal and accounting, approximately $129,000 for director and officer insurance, approximately $87,000 for administrative services, approximately $151,000 for travel related costs and the balance of approximately $26,000 for other miscellaneous expenses.

All activity from September 25, 2007 (inception) through February 5, 2008 relates to our formation and our initial public offering described above. Since February 6, 2008, we have been searching for a target company to acquire.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities.

Liquidity and Capital Resources

As of September 30, 2009, we had cash of $151,404,465 of which $150,530,000 is restricted cash held in the trust account. Until our initial public offering, as described above, our only source of liquidity was the proceeds from the initial private sale of our ordinary shares and the subsequent loan made by our shareholders. As of September 30, 2009, we had repaid this loan. Since our initial public offering, our only source of income has been from the interest and dividends earned on our cash accounts. The proceeds from our initial public offering that were placed in a trust account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under rule 2a-7 promulgated under the Investment Company Act of 1940. Through September 30, 2009 the funds placed in trust earned an annualized interest rate of approximately .02%.

We will use substantially all of the net proceeds of our initial public offering in connection with acquiring one or more target businesses, including identifying and evaluating prospective target businesses, selecting one or more target businesses, and structuring, negotiating and consummating the initial business combination. To the extent we use our capital stock in whole or in part as consideration for an initial business combination, the proceeds held in the trust account (less amounts paid to any public shareholders who exercise their conversion rights and deferred underwriting discounts and commissions paid to the underwriters) as well as any other net proceeds not expended prior to that time will be used to finance the operations of the target business or businesses.

Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations and for strategic acquisitions. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

We expect our primary liquidity requirements to include approximately $1,000,000 for expenses for the due diligence and investigation of a target business or businesses; $550,000 for legal and accounting fees relating to our SEC reporting obligations; $150,000 for insurance; and approximately $100,000 for general working capital that will be used for miscellaneous expenses. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating an initial business combination is less than the actual amount necessary to do so, or if interest earned is not available to fund the expenses at the time we incur them, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to convert into cash a significant number of shares of public shareholders voting against our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. We have not taken any steps to obtain such financing and there is no assurance we would be able to obtain such financing.

As of September 30, 2009, we had withdrawn approximately $1,722,077 of the interest and dividends earned on the funds held in our trust account. Pursuant to the terms of our trust agreement governing our trust account, we are entitled to use up to $1,800,000 of the earnings (subject to restrictions for monies needed to pay tax liabilities) for working capital, provided, however, that the aggregate amount of all such distributions for working capital and tax payments shall not exceed the total earnings. Of the funds withdrawn, none were for taxes. Therefore, up to $73,522 is still available to be remitted, for working capital purposes, to our operating account which had a balance of approximately $800,943 as of September 30, 2009. Once the entire $1,800,000 is distributed, only distributions to pay tax obligations will be allowed. Our liabilities are all related to costs associated with operating as a public company and searching for an acquisition target. Although there is a possibility to the contrary, we believe we will have sufficient funds available to us from interest and dividends earned on the trust account to operate through the later of January 30, 2010 or the date upon which we consummate a business combination. However to the extent that the interest earned is below our expectation, we may have insufficient funds available to operate our business prior to an initial business combination and may need additional financing to consummate an initial business combination.

In addition, there can be no assurance that the Company will enter into a business combination prior to January 30, 2010. Pursuant to its Articles of Association, if the Company is unable to consummate a timely business combination, the Company would have to liquidate and return the funds held in the trust account to the holders of shares issued in the Offering as previously described.

Recent Accounting Pronouncements

See Recently Issued and Adopted Pronouncements in Note 1 to the unaudited condensed interim financial statements in Item 1 for a description of recent accounting pronouncements.

Going Concern and Management’s Plan and Intention

There can be no assurance that the Company will enter into a Business Combination prior to January 30, 2010. Pursuant to its Articles of Association, if the Company is unable to consummate a timely Business Combination, the Company would have to liquidate and return the funds held in the trust account to the holders of shares issued in the Offering. This factor raises substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed interim financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

Our significant accounting policies are more fully described in Note 1 to the unaudited condensed interim financial statements and in the audited financial statements included in the Company’s Annual Report on Form 10-K filed on March 20, 2009. However certain accounting policies are particularly important to the portrayal of financial position and results of operations and require the application of significant judgments by management. As a result, the unaudited condensed interim financial statements are subject to an inherent degree of uncertainty. In applying those policies, management used its judgment to determine the appropriate assumptions to be used in determination of certain estimates. Our accounting policy is to use estimates based on our historical experience, terms of existing contracts, observance of trends in the industry and information available from outside sources, as appropriate.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

As of September 30, 2009, our efforts were limited to organizational activities, activities relating to our initial public offering, activities involving searching for an acquisition target and activities relating to a proposed business combination and we had neither engaged in any income producing operations nor generated any revenues other than the interest and dividends earned on the proceeds of our initial public offering.

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices, and/or equity prices. Approximately $150,500,000 million of the net offering proceeds (which includes $7,500,000 of the proceeds attributable to the underwriters’ deferred discount from our initial public offering) has been placed in a trust account, with the American Stock Transfer & Trust Company as trustee. As of September 30, 2009, the balance of the trust account was $150,603,522. The proceeds of our initial public offering held in trust have only been invested in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Thus, we are currently subject to market risk primarily through the effect of changes in interest rates on short-term government securities and other highly rated money-market instruments. As of September 30, 2009, the effective interest payable on our investments was approximately .02%. Any decrease to the effective interest rate would result in an immaterial decrease in our interest earnings. Because we are required to invest in “government securities” or money market funds, as described above, we are unable to manage our exposure to changes in interest rates on short-term government securities and other highly rated money-market instruments. We do not believe that the effect of other changes, such as foreign exchange rates, commodity prices, and/or equity prices currently pose significant market risk for us.

We have not engaged in any hedging activities since our inception. We do not currently expect to engage in any hedging activities.

ITEM 4. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and treasurer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and chief financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2009. Based upon their evaluation, they concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under The Exchange Act) were effective.

There has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting during the most recently completed fiscal quarter.

PART II. – OTHER INFORMATION

ITEM 1. Legal Proceedings

None.

ITEM 1A. Risk Factors.

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in Item 1A “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

There have been no material changes to the Risk Factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008, as filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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

None.

ITEM 3. Defaults Upon Senior Securities.

None.

ITEM 4. Submission of Matters to a Vote of Security Holders.

None.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits.

(a) Exhibits:

31.1 – Section 302 Certification by Chief Executive Officer and President

31.2 – Section 302 Certification by Chief Financial Officer and Treasurer

32.1 – Section 906 Certification by Chief Executive Officer and President

32.2 – Section 906 Certification by Chief Financial Officer and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

OVERTURE ACQUISITION CORP.

Dated: November 9, 2009	By:	/s/ John F. W. Hunt
	John F. W. Hunt
	Chief Executive Officer (Principal Executive Officer) and Secretary

	By:	/s/ Marc J. Blazer
	Marc J. Blazer
	President and Treasurer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

EXHIBIT NO.

31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

32.1		Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.