10QSB/A 1 may10qsb.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 Or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-127755 ASIA AUTOMOTIVE ACQUISITION CORPORATION Delaware (State or other jurisdiction of incorporation or organization) 20 -3022522 (I.R.S. Employer Identification No.) 199 Pierce Street, Suite 202 Birmingham, Michigan (Address of principal executive offices) 48009 (Zip Code) (248) 593-8330 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, and (2) has been subject to such filing requirements for the past 90 days. Yes 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 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No As of March 31, 2007, 6,031,250 shares of the registrant's common stock, par value $0.001 per share, were outstanding. ASIA AUTOMOTIVE ACQUISITION CORPORATION Table of Contents PART I - FINANCIAL INFORMATION Item 1. Condensed Financial Statements Condensed Balance Sheet Condensed Statements of Operations Condensed Statements of Cash Flows Notes to Condensed Financial Statements Item 2 Management 's Discussion and Analysis of Financial Condition and Results of Operations Item 3. Controls and Procedures PART II OTHER INFORMATION Item 1. Legal Proceedings Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits SIGNATURES Item 1. Financial Statements. Asia Automotive Acquisition Corporation (a corporation in the development stage) CONDENSED BALANCE SHEET
March 31, 2007 December 31, 2006 (unaudited) (audited) ASSETS Current assets Cash and cash equivalents 806,848 384,162 Other assets Deferred income taxes 282,785 Cash held in trust account 38,668,941 38,726,883 Total assets 39,758,574 39,111,045 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accrued expenses 365,462 111,750 Accrued taxes payable 626,990 458,109 Warrant liability 10,476,485 11,166,563 Deferred underwriter's fee 966,121 966,121 Total current liabilities 12,435,058 12,702,543 Common stock, subject to possible 7,711,070 7,649,928 redemption, 1,005,746 shares at redemption value plus interest income(net of taxes) of $231,212 and $170,070, Respectively STOCKHOLDERS' EQUITY Preferred stock, $.001 par value, authorized 1,000,000 shares; none issued and outstanding Common stock, $.001 par 6,380 6,380 value, authorized 39,000,000 shares; issued and outstanding 6,380,250 shares (of which 1,005,746 shares subject to possible redemption) Additional paid-in capital 22,327,433 22,327,433 Deficit accumulated during the (2,721,367) (3,575,239) development stage Total stockholders' equity 19,612,446 18,758,574 Total liabilities and 39,758,574 39,111,045 stockholders' equity
See notes to financial statements. 1 Asia Automotive Acquisition Corporation (a corporation in the development stage) CONDENSED STATEMENTS OF OPERATIONS Three Months Three Months June 20, 2005
Ended Ended (inception) to March 31, 2007 March 31, 2006 March 31, 2007 (unaudited) (unaudited) (unaudited) Interest 470,559 1,779,442 income, net Gain (loss 690,078 (3,093,672) ) on warrant Liability Formation and (359,527) (178) (831,720) operating costs Income 801,110 (178) 2,145,950 (loss) before taxes Income taxes (113,904) (344,205) benefit ( expense ) Net income 915,014 (178) (2,490,155) (loss) Interest 61,142 231,212 income attributable to common stock subject to possible conversion (net of taxes) Net income 853,872 (2,721,367) (loss) allocable to common stockholders not subject to possible conversion (net of taxes) Weighted average shares outstanding: Basic 6,380,250 6,380,250 4,039,052 Diluted 8,130,428 6,380,250 4,039,052 Net income .14 -.62 (loss) per share, basic Net income .11 -.62 (loss) per share, diluted
See notes to financial statements. 2 Asia Automotive Acquisition Corporation (a corporation in the development stage) CONDENSED STATEMENTS OF CASH FLOWS
Three Months Three Months June 20, 2005 Ended Ended (Date of Inception) to March 31, 2007 March 31, 2006 March 31, 2007 (unaudited) (unaudited) (unaudited) Cash flows from operating activities: Net income 915,014 (178) (2,490,155) (loss) Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: Deferred tax benefit (282,785) (282,785) Warrant liability (690,078) 3,093,672 Income taxes 168,881 626,990 Payable Accrued expenses 253,712 365,462 Net cash provided 364,744 (178) 1,313,184 by (used in) operating activities Net cash provided by (used in) investing activities: Cash held in 57,942 (38,668,941) trust account Cash flows from financing activities: Proceeds from 20,250 45,250 note payable Proceeds from 25,000 issuance of common stock to existing stockholders' Proceeds from sale 100 of option to the Underwriter Gross proceeds of 40,250,000 public offering Repayment of notes (45,250) payable to Stockholders Payments of 30,063 (2,112,495) deferred offering costs Net cash provided (9,813) 38,162,605 by (used in) financing Activities Net increase 422,686 (9,991) 806,848 (decrease) in cash and cash Equivalents Cash and cash 384,162 14,743 equivalents, beginning of Period Cash and cash 806,848 4,752 806,848 equivalents, end of period Supplemental disclosure of non-cash financing activity: Deferred 168,000 1,207,500 underwriter's fees Increase in common 61,142 231,212 stock subject to conversion
See notes to financial statements. 3 Asia Automotive Acquisition Corporation (a corporation in the development stage) Notes to Condensed Financial Statements (Unaudited) 1. BASIS OF PRESENTATION The accompanying unaudited condensed financial statements have been prepared by the Company and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2007 and the financial results for the three months ended March 31, 2007, in accordance with accounting principles generally accepted in the United States of America for interim financial statements and pursuant to Form 10-QSB and Regulation SB. Certain financial information and footnote disclosure normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The results of operations for the three months ended March 31, 2007 are not necessarily indicative of the results of operations to be expected for a full fiscal year. These interim condensed financial statements should be read in conjunction with the financial statements for the fiscal year end December 31, 2006, which are included in the Company's annual 10-KSB as filed with the Securities and Exchange Commission. 2. ORGANIZATION AND BUSINESS OPERATIONS Asia Automotive Acquisition Corporation (the "Company") was incorporated in Delaware on June 20, 2005 as a blank check company formed to acquire, through merger, capital stock exchange, asset acquisition or other similar business combination, a business in the automotive supplier industry. The Company has neither engaged in any operations nor generated revenues to date. 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 elected December 31st as its fiscal year end. The registration statement for the Company's initial public offering (the "Public Offering") was declared effective on April 11, 2006. The Company consummated the Public Offering on April 18, 2006 and received net proceeds of approximately $ 37,171,000. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Public Offering (the "Offering") (as described in Note 3), although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a business combination with a target company. As used herein, a "target business" shall include an operating business in the security industry and a "business combination" shall mean the acquisition by the Company of a target business. Of the proceeds of the Offering, $37,418,000 (plus interest income) is being held in a trust account ("Trust Account") and invested until the earlier of (i) the consummation of the first business combination or (ii) the distribution of the Trust Account as described below. The amount in the Trust Account include $ 1,207,500 of contingent underwriting compensation, which will be paid to the underwriters if a business combination is consummated, but which will be forfeited in part if public stockholders elect to have their shares redeemed for cash if a business combination is not consummated. Deferred underwriter's fee is reflected on the balance sheet at $966,121, an additional $241,379 is included in common stock, subject to possible conversion, for a total of $1,207,500. The remaining proceeds may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. 2. ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED) The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that public stockholders owning a majority of the outstanding stock sold in the Offerings vote against the business combination and elect to have the Company redeem their shares for cash, including all of the officers and directors of the Company ("Initial Stockholders"), have agreed to vote their 1,349,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company with respect to any business combination and to vote any shares they acquire in the aftermarket in favor of the business combination. After consummation of the Company's first business combination, all of these voting safeguards will no longer be applicable. With respect to the first business combination which is approved and consummated, any holder of shares sold in the Public Offering, other than the Initial Stockholders and their nominees (the "Public Stockholders") who voted against the business combination may demand that the Company redeem his or her shares. The per share redemption price will equal $ 7.44 per share plus interest earned thereon in the Trust Account. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares sold in this offering and the private placement may seek redemption of their shares in the event of a business combination. The Company's Certificate of Incorporation provides for mandatory liquidation of the Company, without stockholder approval, in the event that the Company does not consummate a business combination within 18 months from the date of consummation of the Public Offering, or 24 months from the consummation of the Public Offering if certain extension criteria have been satisfied. The Initial Stockholders have waived their right to liquidation distributions with respect to the shares of common stock included in such units. Accordingly, in the event of such liquidation, the amount in the Trust Account will be distributed to the holders of the shares sold in the Public Offering. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Common stock: On January 23, 2006, the Company effected a stock split in the form of a dividend of .233 shares of common stock for each outstanding share of common stock. All references in the accompanying financial statements to the number of shares of common stock and loss per share have been retroactively restated to reflect these transactions. Warrant liability: The Company has outstanding warrants, which provides for the Company to register the shares underlying the warrants and is silent as to the penalty to be incurred in the absence of the Company's ability to deliver registered shares to the warrant holders upon warrant exercise. Under EITF No. 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock" ("EITF No. 00-19"), registration of the common stock underlying the Company's warrants is not within the Company's control. As a result, the company must assume that it could be required to settle the warrants on a net-cash basis, thereby necessitating the treatment of the potential settlement obligation as a liability. Further EITF No. 00- 19, requires the Company to record the potential settlement liability at each reporting date using the current estimated fair value of the warrants, with any changes being recorded through the Company's statement of operations. The potential settlement obligation related to the warrants will continue to be reported as a liability until such time that the warrants are exercised, expire, or the Company is otherwise able to modify the registration requirements in the warrant agreement to remove the provisions which require this treatment. The fair value of the warrant liability is determined using the trading value of the warrants. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Income (loss) per common share: Income (loss) per common share is based on the weighted average number of common shares outstanding. The Company complies with SFAS No. 128, "Earnings Per Share." SFAS No. 128 requires dual presentation of basic and diluted income per share for all periods presented. Basic loss per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per share reflects the potential dilution that 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 share in the income of the Company. Since the effects of the outstanding warrants are anti- dilutive, it has been excluded from the computation of loss per common share. Use of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of contingent assets and contingent 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. Income taxes: The Company complies with the Financial Accounting Standards Board ("FASB") SFAS 109, "Accounting for Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Effective January 1, 2007, the Company adopted the provisions of the Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109" ("FIN 48"). There were no unrecognized tax benefits as of January 1, 2007 and as of March 31, 2007. FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than- not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at January 1, 2007. There was no change to this balance at March 31, 2007. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The adoption of the provisions of FIN 48 did not have a material impact on the Company's financial position, results of operations and cash flows. Cash and cash equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Recently issued accounting standards: In September 2006, the Statement of Financial Accounting Standard No. 157, Fair Value Measurements ("SFAS 157"), was issued and is effective for fiscal years beginning after November 15, 2007. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Management is currently evaluating the impact the adoption of SFAS 157 will have on the Company's financial statements and their disclosures and its impact has not yet been determined. 4. THE OFFERING On April 18, 2006, the Company sold 5,031,250 units (including the underwriters full exercise of an over allotment option with respect to 656,250 units) to the public at a price of $8.00 per unit. Each unit consists of one share of the Company's common stock, $0.001 par value, and one redeemable common stock purchase warrant ("warrant"). Each warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a business combination with a target business or April 10, 2007 and expiring April 11, 2012. The warrants are redeemable at a price of $.01 per warrant upon 30 days notice after the warrants become exercisable, only in the event that the last sale price of the common stock is at least $10.00 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. 5. INCOME TAXES Income tax expense for the three months ended March 31, 2007 was approximately $129,000. The expense is for current federal income taxes. The effective income tax rate was 16% which differs from the statutory rate of 34% principally due to a permanent difference due to the unrealized loss on the warrant liability. 6. COMMITMENTS AND RELATED PARTY TRANSACTIONS The Company presently occupies office space provided by Asia Development Capital LLC ("ADC"), an affiliate and stockholder of the Company. ADC has agreed that, until the Company consummates a business combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on the effective date of the Offering, April 18, 2006. The Company has engaged Rodman & Renshaw, the representative of the underwriters, on a non-exclusive basis, as the Company's agent for the solicitation of the exercise of the warrants. To the extent not inconsistent with the guidelines of the NASD and the rules and regulations of the SEC, the Company has agreed to pay the representative for bona fide services rendered a commission equal to 2.5% of the exercise price for each warrant exercised more than one year after the date of the prospectus if the exercise was solicited by the underwriters. In addition to soliciting, either orally or in writing, the exercise of the warrants, the representative's services may also include disseminating information, either orally or in writing, to warrant holders about the Company or the market for our securities, and assisting in the processing of the exercise of the warrants. No compensation will be paid to the representative upon the exercise of the warrants if: * the market price of the underlying shares of common stock is lower than the exercise price; * the holder of the warrants has not confirmed in writing that the underwriters solicited the exercise; * the warrants are held in a discretionary account; * the warrants are exercised in an unsolicited transaction; or * the arrangement to pay the commission is not disclosed in the prospectus provided to warrant holders at the time of exercise. The Company has sold to Rodman & Renshaw, LLC (the "Representative" of the underwriters), for $100, as additional compensation, an option to purchase up to a total of 350,000 units at a per-unit price of $10.00. The units issuable upon exercise of this option are also identical to those offered by the Offering except that the warrants included in the option have an exercise price of $6.65 (133% of the exercise price of the warrants included in the units sold in the offering.) The Company will pay the underwriters in the Offering an underwriting discount of 7% of the gross proceeds of this Offering (of which 3% is deferred until the consummation of a business combination). 6. COMMITMENTS AND RELATED PARTY TRANSACTIONS (CONTINUED) The sale of the option will be accounted for as an equity transaction. Accordingly, there will be no net impact on the Company's financial position or results of operations, except for the recording of the $100 proceeds from the sale. The Company has determined, based upon a Black-Scholes model, that the fair value of the option on the date of sale would be approximately $3.10 per unit, or $1,086,001 total, using an expected life of five years, volatility of 45.47% and a risk-free interest rate of 4.39%. The volatility calculation of 45.47% is based on the 365-day average volatility of a representative sample of ten (10) companies with market capitalizations under $500 million that management believes to be engaged in the business of auto component parts (the "Sample Companies"). Because the Company does not have a trading history, the Company needed to estimate the potential volatility of its common stock price, which will depend on a number of factors which cannot be ascertained at this time. The Company referred to the 365-day average volatility of the Sample Companies because management believes that the average volatility of such companies is a reasonable benchmark to use in estimating the expected volatility of the Company's common stock post-business combination. Although an expected life of five years was taken into account for purposes of assigning a fair value to the option, if the Company does not consummate a business combination within the prescribed time period and liquidates, the option would become worthless. Pursuant to letter agreements with the Company and the Representative, the Initial Stockholders have waived their right to receive distributions with respect to their founding shares upon the Company's liquidation. Certain of the Company's officers, directors, or their designees have agreed with the Representative that upon consummation of the Offering and during the 45 trading day period commencing on the later of the date that the securities comprising the units begin separate trading or 60 days following the consummation of the Offering, that they will purchase up to 320,000 warrants in the public marketplace at prices not to exceed $1.40 per Warrant. As of March 31, 2007, William R Herren, Mr. Rudy Wilson, Chun Hao and Asia Development Capital held 290,000 warrants to purchase the Company's securities. The Initial Stockholders will be entitled to registration rights with respect to their founding shares pursuant to an agreement to be signed prior to or on the effective date of the Offering. The holders of the majority of these shares are entitled to make up to two demands that the Company register these shares at any time commencing three months prior to the third anniversary of the effective date of the Offering. In addition, the Initial Stockholders have certain "piggy-back" registration rights on registration statements filed subsequent to the third anniversary of the effective date of the Offering. Rodman & Renshaw has entered into a letter agreement with us pursuant to which it agreed to purchase up to 125,000 warrants in the public marketplace at prices not to exceed $1.40 per warrant during the 45 trading day period commencing on the later of the date separate trading of the warrants has commenced or 60 days following the consummation of this offering. Chardan Capital Markets has entered into a letter agreement with us pursuant to which it agreed to purchase up to 125,000 warrants in the public marketplace at prices not to exceed $1.40 per warrant during the 45 trading day period commencing on the later of the date separate trading of the warrants has commenced or 60 days following the consummation of this offering. On February 8, 2006, five stockholders entered into five separate letter agreements with the representatives of the underwriters pursuant to which they agreed to purchase in aggregate up to $2,000,000 in warrants at prices not to exceed $1.40 per warrant during the 45 day trading period commencing on the later of the date separate trading of the Warrants has commenced or 60 calendar days following the consummation of the Offering. These entities have agreed that any warrants purchased by them pursuant to this agreement will not be sold or transferred until after a completed business combination. As of March 31, 2007, these five stockholders held 20,000 warrants to purchase the Company's securities. 7. PREFERRED STOCK The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This Quarterly Report on Form 10-QSB includes forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks,uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "could," "would,""expect," "plan," "anticipate," "believe," "estimate," "continue," or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report. We were formed on June 20, 2005, to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Our initial business combination must be with a target business or businesses whose fair market value is at least equal to 80% of net assets at the time of such acquisition. We intend to utilize cash derived from the proceeds of our recently completed public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. Since our initial public offering, we have been actively engaged in sourcing a suitable business combination candidate. We have met with target companies, service professionals and other intermediaries to discuss with them our company, the background of our management and our combination preferences. In the course of these discussions, we have also spent time explaining the capital structure of the initial public offering, the combination approval process, and the timeline under which we are operating before the proceeds of the offering are returned to investors. Most of the activity from June 20, 2005 (inception) to March 31, 2007 relates to the Company's formation and public offering described below. Three Months Ended March 31, 2007 For the three months ended March 31, 2007, we had net income of approximately $672,000 consisting of interest income of $471,000, a gain on warrant liability of approximately $691,000 and formational operating costs of $360,000. Interest income is derived primarily from investment of our cash balances held in trust, which aggregated approximately $38,669,000 at March 31, 2007. The cash balance held in trust is invested primarily in treasury bills. Three Months Ended March 31, 2006 For the three months ended March 31, 2006, we had net loss of approximately $200 consisting of formation and operating costs prior to our initial public offering. LIQUIDITY AND CAPITAL RESOURCES On April 19, 2006, we consummated our initial public offering of 5,031,250 units including an additional 656,250 units that were subject to the underwriters' over- allotment option. Each unit consists of one share of common stock and one redeemable common stock purchase warrant. Each warrant entitles the holder to purchase from us one share of our common stock at an exercise price of $5.00. Of the proceeds of the Offering, $37,418,000 (plus interest expense) is being held in a trust account ("Trust Account") and invested until the earlier of (i) the consummation of the first business combination or (ii) the distribution of the Trust Account as described below. The amount in the Trust Account includes $1,207,500 of contingent underwriting compensation, which will be paid to the underwriters if a business combination is consummated, but which will be forfeited in part if public stockholders elect to have their shares redeemed for cash if a business combination is not consummated. Deferred underwriter's fee is reflected on the balance sheet at $966,121, an additional $241,379 is included in common stock, subject to possible conversion, for a total of $1,207,500. The remaining proceeds may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. We pay Asia Development Capital LLC., an affiliate, an aggregate fee of $7,500 per month which includes the cost of the office space and the cost of other general and administrative services provided to us by such affiliate. Item 3. CONTROLS AND PROCEDURES There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended March 31, 2007, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS There are no material legal proceedings pending against us. Item 2 DEFAULTS UPON SENIOR SECURITIES Not Applicable Item 3. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Not Applicable Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable. Item 5. OTHER INFORMATION Not Applicable. Item 6. EXHIBITS Exhibit No. Description of Exhibits 31.1 Section 302 Certification of Principal Executive Officer 32.1 Section 906 Certification SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 16, 2007 By: /s/William R. Herren William R. Herren Chairman (Principal Executive Officer) By: /s/Rudy Wilson Rudy Wilson Chief Executive Officer (Principal Executive Officer) By: /s/David J. Brophy David J. Brophy Chief Financial Officer (Principal Financial and Accounting Officer) Exhibit 31.1 CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER I, William R. Herren, certify that: 1. I have reviewed this Quarterly Report on Form 10-QSB of Asia Automotive Acquisition Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, mot misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: a) designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control overbfinancial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: May 16, 2007 /s/ William R. Herren William R. Herren Chairman of the Board Exhibit 32.1 CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Asia Automotive Acquisition Corporation, a Delaware corporation (the "Company"), does hereby certify, to such officer's knowledge, that: The Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007 (the "Form 10-QSB") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and information contained in the Form 10-QSB fairly presents, in all material aspects, the financial condition and results of operations of the Company. Dated: May 16, 2007 /s/William R. Herren William R. Herren Chairman of the Board /s/Rudy Wilson Rudy Wilson Chief Executive Officer /s/David J. Brophy David J. Brophy Chief Financial Officer A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. Exhibit No. Description of Exhibits 31.1 Section 302 Certification of Principal Executive Officer 32.1 Section 906 Certification - 10 -