FINCERA INC. - Quarter Report: 2008 March (Form 10-Q)

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 quarterly period ended March 31, 2008.

¨	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: 000-53082

SPRING CREEK ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman	39-2064705
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

10F, Room #1005, Fortune Int’l Building

No. 17, North DaLiaShu Road

Hai Dain District, Beijing 10081

People’s Republic of China

(Address of Principal Executive Offices including Zip Code)

(86) 106214-3561

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the 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 ¨ No x

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. (Check one):

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer ¨

Smaller Reporting Company 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 ¨

There were 6,468,750 shares of the Registrant’s common stock issued and outstanding as of May 14, 2008.

Spring Creek Acquisition Corp.

Index to Form 10-Q

Part I.	Financial Information	3

	Item 1. Financial Statements (unaudited)	3

	Balance Sheets	3

	Statements of Operations	4

	Statements of Stockholders’ Equity	5

	Statements of Cash Flows	6

	Notes to Financial Statements	7

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	14

	Item 4T. Controls and Procedures	15

Part II.	Other Information	16

	Item 1. Legal Proceedings	16

	Item 1A. Risk Factors	16

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16

	Item 3. Defaults Upon Senior Securities	17

	Item 4. Submission of Matters to a Vote of Security Holders	17

	Item 5. Other Information	17

	Item 6. Exhibits	17

SIGNATURES		18

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)

SPRING CREEK ACQUISITION CORP.

(a corporation in the development stage)

BALANCE SHEETS

	March 31, 2008
	(Unaudited)		December 31, 2007
ASSETS
Cash	$	121,380	$	628
Cash held in trust account		40,671,000		-
Prepaid Expenses		54,685		-
Interest Receivable		67,346		-
Deferred offering cost associated with proposed public offering		-		199,957
Total assets (all current)	$	40,914,411	$	200,585

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses	$	102,706	$	99,013
Deferred underwriters fees		1,449,000		-
Notes Payable to stockholders		-		100,000
Total Current Liabilities		1,551,706		199,013

Ordinary shares, subject to possible conversion 2,069,999 shares
at conversion value		16,270,192		-

STOCKHOLDERS' EQUITY
Preferred shares, $.001 par value
Authorized 1,000,000 shares; none issued		-		-
Ordinary shares, $.001 par value
Authorized 50,000,000 shares, issued and outstanding
6,468,750 shares (which includes 2,069,999 shares
subject to possible redemption at redemption value at March 31, 2008);
1,293,750 shares at December 31, 2007		6,469		1,294
Warrants		1,430,000		-
Additional paid-in capital		21,628,073		23,706
Retained earnings (deficit) accumulated during development stage		27,971		(23,428	)
Total Stockholders' equity		23,092,513		1,572

Total Liabilities and Stockholders' Equity	$	40,914,411	$	200,585

See notes to unaudited financial statements

SPRING CREEK ACQUISITION CORP.

(a corporation in the development stage)

STATEMENTS OF OPERATIONS

				For the period
	For the three			from October 16,
	months ended			2007 (Inception)
	March 31, 2008			to March 31, 2008
	(Unaudited)			(Unaudited)

General and Adminstrative expenses		(15,591	)		(34,291	)

Formation costs		(356	)		(5,084	)

Operating Loss		(15,947	)		(39,375	)

Interest Income		67,346			67,346

Net Income	$	51,399		$	27,971

Basic net income per share	$	0.02		$	0.01

Diluted net income per share	$	0.02		$	0.01

See notes to unaudited financial statements

SPRING CREEK ACQUISITION CORP.

(a corporation in the development stage)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the period from October 16, 2007 (inception) to March 31, 2008

										Income (Deficit)
										Accumulated
										during the
	Ordinary Shares						Additional			Development			Stockholders'
	Shares		Amount		Warrants		Paid-in Capital			Stage			Equity

Ordinary shares issued October 16, 2007 for cash at $0.02 per share		1,293,750	$	1,294	$	-	$	23,706		$	-		$	25,000

Net loss October 16, 2007 to December 31, 2007		-		-		-		-			(23,428	)		(23,428	)

Balance at December 31, 2007		1,293,750		1,294		-		23,706			(23,428	)		1,572

Proceeds from private placement of insider warrants		-		-		1,430,000		-			-			1,430,000

Sale of 4,500,000 units, net of underwriters discount and offering expenses ($3,094,659) (includes 1,799,550 shares subject to possible redemption)		4,500,000		4,500		-		32,900,841			-			32,905,341

Proceeds from issurance of underwriter purchase option		-		-		-		100			-			100

Proceeds from overallotment option exercised, net of underwriters discounts and offering expenses ($425,706) (includes 270,449 shares subject to possible redemption)		675,000		675		-		4,973,618			-			4,974,293

Proceeds subject to possible conversion of shares		-		-		-		(16,270,192	)		-			(16,270,192	)

Net Income January 1, 2008 to March 31, 2008		-		-		-		-			51,399			51,399

Balance at March 31, 2008		6,468,750	$	6,469	$	1,430,000	$	21,628,073		$	27,971		$	23,092,513

See notes to unaudited financial statements

SPRING CREEK ACQUISITION CORP.

(a corporation in the development stage)

STATEMENTS OF CASH FLOWS

				For the period
	For the three			from October 16,
	months ended			2007 (inception)
	March 31, 2008			to March 31, 2008
	(Unaudited)			(Unaudited)

CASH FLOW FROM OPERATING ACTIVITIES
Net Income	$	51,399		$	27,971
Adjustments to reconcile net income to net cash
provided by operating activities:
Change in prepaid expenses		(54,685	)		(54,685	)
Change in accrued expenses		3,692			102,706
Change in interest income accrued		(67,346	)		(67,346	)
Net cash provided by operating activities		(66,940	)		8,646

CASH FLOW FROM INVESTING ACTIVITIES
Cash held in trust account		(40,671,000	)		(40,671,000	)
Net cash used in investment activities		(40,671,000	)		(40,671,000	)

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from sale of ordinary shares to founding stockholders		-			25,000
Proceeds from stockholders notes payable		-			100,000
Payment of stockholders notes payable		(100,000	)		(100,000	)
Gross proceeds from initial public offering		36,000,000			36,000,000
Proceeds from issuance of underwriter purchase option		100			100
Proceeds from private placement of insider warrants		1,430,000			1,430,000
Proceeds from over allotment option exercised		5,400,000			5,400,000
Payment of costs associated with IPO and over allotment option		(1,871,408	)		(2,071,366	)

Net cashed provided by financing activities		40,858,692			40,783,734

NET INCREASE IN CASH	$	120,752		$	121,380

CASH, Beginning	$	628		$	-
CASH, Ending	$	121,380		$	121,380

SUPPLEMENTAL DISCLOSURE ON NON-CASH FINANCING ACTIVITIES
Deferred underwriters fees	$	1,449,000		$	1,449,000

Fair Value of underwriter purchase option	$	701,005		$	701,005

See notes to unaudited financial statements

Spring Creek Acquisition Corp.

(a corporation in the development stage)

NOTES TO UNAUDITED FINANCIAL STATEMENTS

For The Period January 1, 2008 to March 31, 2008

NOTE 1 - ORGANIZATION AND PLAN OF BUSINESS OPERATIONS

Spring Creek Acquisition Corp. (the “Company”) was incorporated in the Cayman Islands on October 16, 2007 as a blank check company whose objective is to acquire, through a stock exchange, asset acquisition or other similar business combination, an operating business, or control of such operating business through contractual arrangements, that has its principal operations located in the Greater China region, which includes Hong Kong, Macau and Taiwan (“Greater China”).

At March 31, 2008 the Company had not yet commenced any significant operations. All activity through March 31, 2008 relates to the Company’s formation and the initial public offering described below. The Company has selected December 31^st as its fiscal year-end.

The financial statements at March 31, 2008 and for the periods ended March 31, 2008 are unaudited. In the opinion of management, all adjustments (consisting of normal adjustments) have been made that are necessary to present fairly the financial position of the Company as of March 31, 2008, the results of its operations for the three month period ended March 31, 2008 and for the period from October 16, 2007 (inception) through March 31, 2008, and its cash flows for the period from October 16, 2007 (inception) through March 31, 2008. Operating results as presented are not necessarily indicative of the results to be expected for a full year.

The statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and any disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. The interim condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s final prospectus, dated February 27, 2008.

The registration statement for the Company’s initial public offering (“Offering”) was declared effective on February 27, 2008. The Company consummated the offering on March 4, 2008 and received proceeds net of transaction costs of approximately $34,030,000 (Note 3). The Company consummated 670,000 units of over-allotment on March 13, 2008 and received proceeds net of transaction costs of approximately $4,973,618 including unpaid underwriters compensation of $189,000. The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to be generally applied toward consummating a business combination with an operating business that has its principal operations located in the Greater China region (“Business Combination”). Furthermore, there is no assurance that the Company will be able to successfully affect a Business Combination. Net proceeds of $40,671,000 (including $1,430,000 of proceeds from the sale of insider warrants and $1,449,000 of deferred underwriting discounts) is being held in a trust account (“Trust Account”) and 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 until the earlier of (i) the consummation of its first Business Combination and (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Two of the initial shareholders have agreed that they will be liable under certain circumstances to ensure that the funds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered contracted for or products sold to the Company. However, there can be no assurance that they will be able to satisfy those obligations should they arise. The remaining funds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, if the Company is unable to consummate a Business Combination by the one year anniversary of the effective date of the Offering, up to an aggregate of $1,050,000 of interest earned on the Trust Account balance may be released to the Company to fund working capital requirements as well as any amounts that are necessary to pay the Company’s tax obligations.

The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such transaction for stockholder approval. In the event that stockholders owning 40% or more of the shares sold in the Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Company’s stockholders prior to the Offering, including all of the officers and directors of the Company (the “Initial Stockholders”), have agreed to vote their founding shares of ordinary shares in accordance with the vote of the majority interest of all other stockholders of the Company (the “Public Stockholders”) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares to cash. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of ordinary shares held by Public Stockholders at the consummation of the Offering. Accordingly Public Stockholders holding up to 2,069,999 shares may seek conversion of their shares in the event of a Business Combination (a greater number would not be able to since the Business Combination would not be able to be consummated with such greater number of shares choosing to redeem). Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders.

The Company’s Memorandum and Articles of Association were amended prior to the Offering to provide that the Company will continue in existence only until 18 months from the effective date of the Offering or until 30 months if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of this offering and the Business Combination has not been consummated within such 18 month period. If the Company has not completed a Business Combination by such date, its corporate existence will cease and it will dissolve and liquidate for the purposes of winding up its affairs. In the event of liquidation, it is likely 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 share in the Offering (assuming no value is attributed to the Warrants contained in the Offering Unit discussed in Note 3).

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Cash and cash equivalent

Cash and cash equivalents comprise cash at bank and on hand and demand deposits with banks and other financial institutions.

Income Taxes

Under current Cayman Islands laws, the Company is not subject to income tax, and accordingly, no income tax benefit or deferred tax asset has been recognized in respect of the net losses incurred.

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

Investment Held in Trust

The Company’s restricted investment held in the Trust Fund at March 31, 2008 is comprised two money market accounts with a short term maturity. Such security generates current income which is exempt from federal income tax.

Concentration of Credit Risk

The Company maintains cash in bank deposit accounts which, at times, exceed federally insured limits. The company has not experienced any losses on these accounts.

Earnings Per Share

Basic and diluted Earnings Per Share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period and weighted average number of ordinary shares on an as-if-exercised basis:

	Three month, ended March 31, 2008		For the period from Oct. 16, 2007 (Inception) to March 31, 2008
Net Income	$	51,399	$	27,971
Denominator
Basic weighted average shares		2,748,750		2,077,882
Effect of dilutive redeemable warrants & options*		627,310		338,071
Basic Income Per Share	$	0.02	$	0.01
Diluted Income Per Share	$	0.02	$	0.01

* computed using the Treasury Stock Method; since no Common Shares were traded in the month of March, the post-IPO price of $7.25 per share was used as the average trading price.

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 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.

Recently Issued Accounting Standards

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

In February 2008, the FASB issued FASB Staff Position No. 157-2, Effective Date of FASB Statement No. 157 ("FSP 157-2"), which delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities. Therefore, the Company has delayed application of SFAS 157 to its nonfinancial assets and nonfinancial liabilities, which include assets and liabilities acquired in connection with a business combination, goodwill, intangible assets and asset retirement obligations recognized in connection with final capping, closure and post-closure landfill obligations, until January 1, 2009. The Company is currently evaluating the impact of SFAS 157 for nonfinancial assets and liabilities on the Company's financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007.

The adoption of SFAS No. 159 did not have a material impact on our financial statements.

In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements. SFAS No. 141 (R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No.

160 clarifies that a noncontrolling interest in a subsidiary should be reported as equity in the consolidated financial statements. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141 (R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51 ("SFAS 160"), which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements.

SFAS No. 160 also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest.

SFAS No. 160 also provides guidance when a subsidiary is deconsolidated and requires expanded disclosures in the consolidated financial statements that clearly identify and distinguish between the interests of the parent's owners and the interests of the noncontrolling owners of a subsidiary. Early adoption is prohibited. The Company has not yet had any acquisitions and therefore has not applied the provisions of SFAS No 141 (R) or SFAS No. 160.

NOTE 3 - INITIAL PUBLIC OFFERING

On March 13 2008, Spring Creek Acquisition Corp. (the “Company”) announced that the underwriters of its initial public offering (“IPO”) exercised their over-allotment option in full, for a total of an additional 675,000 units (over and above the 4,500,000 units sold in the IPO). Each unit (the “Units”) consists of one ordinary share, $.001 par value per share (the “Common Stock”), and one warrant, each warrant to purchase one share of Common Stock at an exercise price of $5.00 per share. The 5,175,000 Units sold in the offering, including the 675,000 units subject to the over-allotment option, were sold at an offering price of $8.00 per unit, generating gross proceeds of $41,400,000. $40,671,000, which includes the $1,430,000 of proceeds from the previously-announced private placement of warrants to the founding stockholders, has been placed in the trust account.

On February 27, 2008, the Company sold 4,500,000 units (“units”) at a price of $8.00 per unit in the Offering. Each unit consists of one ordinary share of the Company’s stock and one Redeemable Ordinary Share Purchase Warrants (“Warrants”). Each Warrant entitles the holder to purchase from the Company one ordinary share at an exercise price of $5.00 commencing the later of the completion of a Business Combination or one year from the Effective Date of the Offering and expiring four years from the Effective Date of the Offering. The Company may redeem the Warrants, with the prior consent of EarlyBirdCapital, Inc. (”EBC”), the representative of the underwriters in the Offering, at a price of $.01 per Warrant upon 30 days notice while the Warrants are exercisable, only in the event that the last sale price of the ordinary shares is at least $11.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given. If the Company redeems the Warrants as described above, management will have the option to require any holder that wishes to exercise his Warrant to do so on a “cashless basis.” In such event, the holder would pay the exercise price by surrendering his Warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrants. In accordance with the warrant agreement relating to the Warrants to be sold and issued in the Offering the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering 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 exercise. Additionally, in the event that a registration is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant 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.

The Company paid the underwriters in the Offering an underwriting discount of 7.0% of the gross proceeds of the Offering. However, the underwriters have agreed that 3.5% of the underwriting discounts will not be payable unless and until the Company completes a Business Combination and have waived their right to receive such payment upon the Company’s liquidation if it is unable to complete a Business Combination. The Company issued a unit purchase option, for $100, to the underwriters to purchase 450,000 units at an exercise price of $8.80 per unit. The units issuable upon exercise of this option are identical to the Offering units. The Company has accounted for the fair value of the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of this unit purchase option is approximately $701,005 ($1.56 per unit) using a Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 17.46%, (2) risk-free interest rate of 3.70% and (3) expected life of 5 years. The unit purchase option may be exercised for cash or on a “cashless basis”, at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the unit purchase option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the unit purchase option or the Warrants underlying the unit purchase option. The holder of the unit purchase option will not be entitled to exercise the unit purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities underlying the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless.

NOTE 4 - DEFERRED OFFERING COSTS

Deferred offering costs consist principally of legal and underwriting at closing fees incurred prior to the initial public offering that are directly related to the Offering. At closing, the deferred offering costs were charged to stockholders’ equity.

NOTE 5 - NOTES PAYABLE TO STOCKHOLDERS

The Company issued unsecured promissory notes in the aggregate principal amount of $100,000 to certain officers and initial stockholders on October 24, 2007. The notes were non-interest bearing and were repaid from the net proceeds of the Offering at closing of the IPO.

NOTE 6 - COMMITMENTS

The Company presently occupies office space provided by an affiliate of the Company’s Chief Executive Officer and director. Such affiliate 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.

Pursuant to letter agreements dated as of September 25, 2007 with the Company and the underwriter, the initial stockholders have waived their right to receive distributions with respect to their founding shares upon the Company’s liquidation.

NOTE 7 - INSIDER WARRANTS AND SHARES

The Initial stockholders of the Company purchased 1,430,000 Warrants (“Insider Warrants”) at $1.00 per Warrant (for an aggregate purchase price of $1,430,000) in a private placement that took place simultaneously with the Offering. The Company believes the purchase price of these warrants approximates the fair value of such warrants because the fair market value of publicly traded warrants for similarly structured blank check companies is typically no greater than $1.00. The warrants will be accounted for as permanent equity. All of the proceeds received from this purchase were placed in the Trust Account. The Insider Warrants purchased by such purchasers are identical to the Warrants in the Offering except that if the Company calls the Warrants for redemption, the Insider Warrants may be exercisable on a “cashless basis,” at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), so long as such securities are held by such purchasers or their affiliates. Furthermore, the purchasers have agreed that the Insider Warrants will not be sold or transferred by them until after the Company has completed a Business Combination.

The Initial Stockholders and the holders of the Insider Warrants (or underlying ordinary shares) will be entitled to registration rights with respect to their founding shares or Insider Warrants (or underlying ordinary shares) pursuant to an agreement to be signed prior to or on the effective date of the Offering. The holders of the majority of the founding shares are entitled to demand that the Company register 50% of these shares at any time commencing three months prior to nine months after the consummation of the Business Combination and the balance of these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Insider Warrants (or underlying ordinary shares) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial Stockholders and holders of the Insider Warrants (or underlying ordinary shares) have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

NOTE 8 - 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.

The agreement with the underwriters prohibits the Company, prior to a Business Combination, from issuing preferred stock which participates in the proceeds of the Trust Account or which votes as a class with the ordinary shares on a Business Combination.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

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

Overview

Spring Creek Acquisition Corp. (“we”, “us”, “our” or the “Company”) is a recently formed limited life Cayman Islands exempted company incorporated on October 16, 2007, organized as a blank check company for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that has its principal operations in the People’s Republic of China, or PRC, as well as the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan, or Greater China. Our Memorandum and Articles of Association provides that we may not consummate a business combination with a business that has its principal operations outside of Greater China. Our efforts to identify a prospective target business will not be limited to a particular industry. We do not have any specific business combination under consideration, though we have had discussions with several target businesses regarding a possible business combination.

Critical Accounting Policies

Basic and diluted income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period.

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

The Company issued a unit purchase option, for $100, to the underwriters to purchase 450,000 units at an exercise price of $8.80 per unit. The units issuable upon exercise of this option are identical to the Offering units. The Company accounted for the fair value of the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of this unit purchase option was $701,005 ($1.56 per unit) using a Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriters is estimated as of the date of grant using the following assumptions: (1) expected volatility of 17.46%, (2) risk-free interest rate of 3.70% and (3) expected life of 5 years. The unit purchase option may be exercised for cash or on a “cashless basis”, at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the unit purchase option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the unit purchase option or the Warrants underlying the unit purchase option. The holder of the unit purchase option will not be entitled to exercise the unit purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities underlying the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless.

Results of Operations for the Three Month Period ended March 31, 2008

We reported net income of $51,399 for the three-month period ended March 31, 2008. Until we enter into a business combination, our main revenues will be from interest generated in the escrow account.

Overall, for the quarter ended March 31, 2008, we incurred $420 of consulting and professional fees, $15,171 of general and administrative expenses, and $356 of formation costs. Our trust account earned interest of $67,346 for the three months ended March 31, 2008. No interest was earned in the three months ended March 31, 2007 since the Company was not formed until October 16, 2007.

Liquidity and Capital Resources

On February 27, 2008, we completed a private placement of 1,430,000 warrants to James Cheng-Jee Sha, our Chief Executive Officer and Chairman, Diana Chia-Huei Liu, our President and Director, William Tsu-Cheng Yu, our Chief Financial Officer and Director, Jimmy (Jim) Yee-Ming Wu, our Chief Operating Officer and Director and Gary Han Ming Chang, our Special Advisor, which we collectively refer to as our founding shareholders, and received net proceeds of $1,430,000. On March 4, 2008, we consummated our initial public offering of 4,500,000 units. On March 13, 2008, the underwriters of our initial public offering exercised their over-allotment option in full, for a total of an additional 675,000 units (over and above the 4,500,000 units sold in the initial public offering) for an aggregate offering of 5,175,000 units. Each unit in the public offering consisted of one share of common stock and one redeemable common stock purchase warrant. Each warrant (including the private placement warrants) entitles the holder to purchase from us one share of our common stock at an exercise price of $5.00. Our common stock and warrants started trading separately as of March 28, 2008.

The net proceeds from the sale of our warrants and units, after deducting certain offering expenses of approximately $3,520,366, including underwriting discounts of approximately $2,898,000, were approximately $39,309,634. Approximately $40,671,000 of the proceeds from the initial public offering and the private placement was placed in a trust account for our benefit. The trust account contains $1,449,000 of the underwriter’s compensation which will be paid to them only in the event of a business combination. Except for up to $1,050,000 in interest that is earned on the funds contained in the trust account that may be released to us to be used as working capital, of which $900,000 is remaining as of March 31, 2008, we will not be able to access the amounts held in the trust until we consummate a business combination. The amounts held outside of the trust account are available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. From October 16, 2007 (the date of our inception) through December 31, 2007, we had operating expenses of $23,428 and deferred offering costs of $199,957. From January 1, 2008 through March 31, 2008, we had operating expenses of $15,947 and offering costs of $622,366, exclusive of the $2,898,000 in underwriting discounts. The net proceeds deposited into the trust fund remain on deposit in the trust account earning interest. Other than $1,050,000 in interest which we may use to fund working capital, the amounts held in the trust account may only be used by us upon the consummation of a business combination. As of December 31, 2007, we had no amount held in the trust account. As of March 31, 2008, there was approximately $40,671,000 held in the trust account, which includes deferred underwriting fees of $1,449,000. Additionally, as of March 31, 2008, we have approximately $121,380 outside the trust account to fund our working capital requirements

We expect to use substantially all of the net proceeds of the initial public offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, 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.

The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such transaction for stockholder approval. In the event that stockholders owning 40% or more of the shares sold in the Offering vote against the Business Combination and exercise their conversion rights described below, the Business Combination will not be consummated. All of the Company’s stockholders prior to the Offering, including all of the officers and directors of the Company (the “Initial Stockholders”), have agreed to vote their founding shares of ordinary shares in accordance with the vote of the majority interest of all other stockholders of the Company (“Public Stockholders”) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares to cash. The per share conversion price will equal the amount in the Trust Account, calculated as of two business days prior to the consummation of the proposed Business Combination, divided by the number of shares of ordinary shares held by Public Stockholders at the consummation of the Offering, Public Stockholders holding up to 2,069,999 shares may seek conversion of their shares in the event of a Business Combination (a greater number would not be able to since the Business Combination would not be able to be consummated with such greater number of shares choosing to redeem). Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by the Initial Stockholders.

Assuming the release of the full amount of the interest we are entitled to receive from the trust account, we believe we will have sufficient available funds outside of the trust account to operate through September 4, 2010, assuming that a business combination is not consummated during that time. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us. We would only consummate such a financing simultaneously with the consummation of a business combination.

Commencing on February 27, 2008 we began incurring a fee of approximately $7,500 per month for office space. As discussed above, we plan on entering into a formal agreement relating to the lease of space in the near future. The office space is provided by James Cheng-Jee Sha, the Company’s Chief Executive Officer and director. Such Mr. Sha has agreed that, until the Company consummates a Business Combination, he 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.

Off-Balance Sheet Arrangements

We have never 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. However, as discussed above, we have entered into a lease with the landlord of our office facilities at a monthly rental of $7,500.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in and, if a suitable business target is not identified by us prior to the prescribed liquidation date of the trust fund, we may not engage in, any substantive commercial business. Accordingly, we are not and, until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices. The net proceeds of our initial public offering held in the trust fund have been invested only in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Given our limited risk in our exposure to money market funds, we do not view the interest rate risk to be significant.

ITEM 4T. CONTROLS AND PROCEDURES

An evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2008 was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. During the most recently completed fiscal quarter, there has been no significant 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.

Compliance with Section 404 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act), beginning with our Annual Report on Form 10-K for the fiscal year ending December 31, 2008, we will be required to furnish a report by our management on our internal control over financial reporting. This report will contain, among other matters, an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year, including a statement as to whether or not our internal control over financial reporting is effective. This assessment must include disclosure of any material weaknesses in our internal control over financial reporting identified by management. If we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective. This report will also contain a statement that our independent registered public accountants have issued an attestation report on management’s assessment of such internal controls and conclusion on the operating effectiveness of those controls.

Management acknowledges its responsibility for internal controls over financial reporting and seeks to continually improve those controls. In order to achieve compliance with Section 404 of the Act within the prescribed period, we are currently performing the system and process documentation and evaluation needed to comply with Section 404, which is both costly and challenging. We believe our process, which will begin in 2008 and continue in 2009 for documenting, evaluating and monitoring our internal control over financial reporting is consistent with the objectives of Section 404 of the Act.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are not required to respond to this item because we are a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

In October 2007, we issued 1,293,750 ordinary shares to the individuals set forth below for $25,000 in cash, at a purchase price of approximately $0.02 per share, as follows:

Shareholder	Number of Shares
James Cheng-Jee Sha		646,875
Diana Chia-Huei Liu		258,750
William Tsu-Cheng Yu		258,750
Jimmy (Jim) Yee-Ming Wu		90,563
Gary Han Ming Chang		38,812

Such shares were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act as they were sold to sophisticated, wealthy individuals. No underwriting discounts or commissions were paid with respect to such sales.

On February 27, 2008, we completed a private placement of 1,430,000 warrants to our founding shareholders and received net proceeds of $1,430,000. We refer to the warrants sold in this private placement as the insider warrants. The insider warrants are identical to the warrants underlying the units sold in our initial public offering except that if we call the warrants for redemption, the insider warrants may be exercised on a cashless basis so long as such warrants are held by our founding shareholders or their affiliates. The securities were sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act since they were sold to sophisticated, wealthy individuals. No underwriting discounts or commissions were paid with respect to such securities.

On February 27, 2008, we sold options to purchase up to an aggregate of 450,000 units to the representative of the underwriter (and certain of its affiliates) in our initial public offering for an aggregate of $100. The exercise price per unit is $8.80, and each unit consists of one share of common stock and a warrant to purchase one share of common stock, exercisable at $5.00 per share. The securities were sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act since they were sold to the underwriters in our initial public offering. No underwriting discounts or commissions were paid with respect to such securities.

Use of Proceeds

On February 27, 2008, we completed a private placement of 1,430,000 warrants. On March 4, 2008, we consummated our initial public offering of 4,500,000 units. On March 13, 2008, the underwriters of our initial public offering exercised their over-allotment option in full, for a total of an additional 675,000 units (over and above the 4,500,000 units sold in the initial public offering) for an aggregate offering of 5,175,000 units. 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. The units were sold at an offering price of $8.00 per unit and the warrants we sold at an offering price of $1.00 per warrant, generating total gross proceeds of $42,830,000. EarlyBirdCapital, Inc. acted as lead underwriter. The securities sold in our initial public offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-147284). The Securities and Exchange Commission declared the registration statement effective on February 27, 2008.

We incurred a total of $2,898,000 in underwriting discounts and commissions, of which $1,449,000 has been placed in the trust account. Such portion of the underwriter’s compensation will only be paid to the underwriters in the event that we consummate a business combination. The total expenses in connection with the sale of our warrants in the private placement and the initial public offering were $3,458,000. No expenses of the offering were paid to any of our directors or officers or any of their respective affiliates. We did, however, repay James Sha, Diana Liu, and William Yu for loans interest free loans they made to us prior to the consummation of the private placement and the initial public offering. The aggregate amount of principal on such loans that we repaid was $100,000. All the funds held in the trust account have been invested in either Treasury Bills or Money Market Accounts.

After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the private placement and the initial public offering were approximately $39,372,000. Approximately $40,671,000 (or approximately $7.86 per unit sold in our initial public offering) of the proceeds from the initial public offering and the private placement was placed in a trust account for our benefit and the remaining proceeds are available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The trust account contains $1,449,000 of the underwriter’s compensation which will be paid to them only in the event of a business combination. The amounts held in the trust account may only be used by us upon the consummation of a business combination, except that we may use up to $1,050,000 of the interest earned on the trust account to fund our working capital prior to a business combination. As of March 31, 2008, there was approximately $40,671,000 held in the trust account, which includes deferred underwriting fees of $1,449,000.

Overall, for the quarter ended March 31, 2008, not including fees and expenses incurred in connection with our initial public offering, we used the following from the proceeds of the offering: $15,591 of general and administrative expenses and $356 of formation expenses.

Repurchases of Equity Securities

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

Exhibit No.		Description

31.1		Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.
31.2		Certification of the Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to rule 13A-14(a) of the Securities Exchange Act, as amended.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SPRING CREEK ACQUISITION CORP.

May 19, 2008	By:	/s/ James Cheng-Jee Sha
		James Cheng-Jee Sha
		Chief Executive Officer and Chairman (Principal Executive Officer)


May 19, 2008	By:	/s/ William Tsu-Cheng Yu
		William Tsu-Cheng Yu
		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit Index


Exhibit No.		Description

31.1		Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.
31.2		Certification of the Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to rule 13A-14(a) of the Securities Exchange Act, as amended.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .