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 July 13, 2008

o	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 000-52262

RESTAURANT ACQUISITION

PARTNERS, INC.

(Name of Issuer in Its Charter)

Delaware	02-0753484
(State of Incorporation)	(I.R.S. Employer Identification No.)

5950 Hazeltine National Drive, Suite 290 Orlando, Florida	32822-5007
(Address of principal executive offices)	(zip code)

(407) 240-9190

(Issuer’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

None.

Securities registered pursuant to Section 12(g) of the Act:

Units consisting of one share of Common Stock and two Warrants

(Title of Class)

Common Stock, par value $0.0001 per share

(Title of Class)

Warrants exercisable for one share of Common Stock

(Title of Class)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by section 13 or 15(d) of Securities Exchange Act of 1934 during the preceding 12 months (or for such shorted period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

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

Large Accelerated Filer o	Accelerated Filer o

Non-Accelerated Filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

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

As of August 18, 2008, there were 4,166,667 shares of Common Stock, $.0001 par value per share, outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed consolidated balance sheets as of July 13, 2008 (unaudited) and December 30, 2007	2

	Condensed consolidated statements of operations for the twelve week-period ended July 13, 2008, the twelve week-period ended July 15, 2007, the twenty eight week-period ended July 13, 2008, the twenty eight week-period ended July 15, 2007 and the cumulative period from October 3, 2005 (date of inception) through July 13, 2008 (unaudited)	3

	Condense consolidated statements of stockholders equity for the period from October 3, 2005 (date of inception) to July 13, 2008	4

	Condensed consolidated statements of cash flows for the twenty eight week-period ended July 13, 2008, the twenty eight week-period ended July 15, 2007, and the cumulative period from October 3, 2005 (date of inception) through July 13, 2008 (unaudited)	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis or Plan of Operations	12

Item 3.	Controls and Procedures	14

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults Upon Senior Securities	15

Item 4.	Submission of Matters to a Vote of Security Holders	15

Item 5.	Other Information	15

Item 6.	Exhibits	15

Signatures		16

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PART I

ITEM 1. FINANCIAL STATEMENTS.

Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Condensed Consolidated Balance Sheets

	(Unaudited)
	July 13			December 30,
	2008			2007
ASSETS

CURRENT ASSETS
Cash	$	67,794		$	218,553
Investments held in trust		19,552,077			19,551,693
Prepaid expenses		101,542			5,309
Total Current Assets		19,721,413			19,775,555
Deferred acquisition costs		372,290			-
Deferred tax asset, net of allowance		143,000			176,756
Total Assets	$	20,236,703		$	19,952,311
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	729,223		$	256,999
Deferred underwriting fee		1,050,000			1,050,000

Total Current Liabilities		1,779,223			1,306,999

Common stock, subject to possible conversion, 666,333 shares at conversion value		3,695,152			3,695,152

Commitments

Preferred stock - $.0001 par value; 1,000,000 shares authorized; 0 issued and outstanding		-			-
Common stock - $.0001 par value, 50,000,000 shares authorized; 4,166,667 issued and outstanding (which includes 666,333 shares subject to possible conversion)		416			416
Additional paid-in capital		14,799,789			14,799,789
Income (deficit) accumulated during the development stage		(37,877	)		149,955
Total stockholders' equity		14,762,328			14,950,160

Total liabilities and stockholders' equity	$	20,236,703		$	19,952,311

The accompanying notes should be read in conjunction with the unaudited condensed consolidated financial statements.

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Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Condensed Consolidated Statement of Operations

(Unaudited)

											Cumulative
											Period from
						For The			For The		October 3, 2005
	For The Twelve-Week			For The Twelve-Week		Twenty Eight-Week			Twenty Eight-Week		(Date of Inception)
	Period Ended			Period Ended		Period ended			Period Ended		through
	July 13, 2008			July 15, 2007		July 13, 2008			July 15, 2007		July 13, 2008
Income:
Interest income	$	70,902		$	221,000	$	205,875		$	501,100	$	1,088,651
Costs and expenses:
General and administrative expenses		157,260			115,421		461,042			222,195		1,055,563
Organization costs		-			-		-			-		10,855
Interest expense		-			-		-			-		6,998

Total expenses:		157,260			115,421		461,042			222,195		1,073,416

Income (loss) before provision for (benefit from) income taxes		(86,358	)		105,579		(255,167	)		278,905		15,235

Provision for (benefit from) income taxes		(14,351	)		42,671		(67,335	)		103,738		53,112

Net income (loss) for the period	$	(72,007	)	$	62,908	$	(187,832	)	$	175,167	$	(37,877	)

Weighted average number of shares outstanding		4,166,667			4,166,667		4,166,667			4,166,667

Net income (loss) per share - basic and diluted	$	(0.02	)	$	0.02	$	(0.05	)	$	0.04

The accompanying notes should be read in conjunction with the unaudited condensed consolidated financial statements.

-3-

Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Condensed Consolidated Statements of Stockholders’ Equity

July 13, 2008

								Income
								(Deficit)
								Accumulated
	Common				Additional			During the
	Stock				Paid-In			Development
	Shares		Amounts		Capital			Stage			Total

Initial capital from founding stockholders
October 14, 2005 at $0.030 per share		833,334	$	83	$	24,917		$			$	25,000

Net loss									(1,050	)		(1,050	)

Balance - December 25, 2005		833,334		83		24,917			(1,050	)		23,950

Sale of 3,333,333 Units (net of $2,489,743 offering expenses, including issuance of 666,333 shares subject to possible conversion)		3,333,333		333		17,509,924						17,510,257

Gross proceeds from issuance of Unit Purchase Option						100						100

Gross proceeds from issuance of Insider Warrants						960,000						960,000

Proceeds subject to possible conversion						(3,695,152	)					(3,695,152	)

Net loss									(22,572	)		(22,572	)

Balance - December 31, 2006		4,166,667		416		14,799,789			(23,622	)		14,776,583

Net income									173,577			173,577

Balance - December 30, 2007		4,166,667		416		14,799,789			149,955			14,950,160
Unaudited:
Net loss									(187,832	)		(187,832	)

Balance - July 13, 2008		4,166,667	$	416		14,799,789		$	(37,877	)	$	14,762,328

The accompanying notes should be read in conjunction with the unaudited condensed consolidated financial statements.

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Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For The Twenty Eight-Week Period ended 7/13/2008			For The Twenty Eight-Week Period Ended 7/15/2007			Cumulative Period from 10/3/2005 (Date of Inception)through 7/13/2008
Cash flows from operating activities:
Net income (loss)	$	(187,832	)	$	175,167		$	(37,877	)
Interest earned on treasury bills		(203,384	)		(501,100	)		(1,083,174	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Changes in:
Prepaid expenses		(96,233	)		(29,282	)		(101,542	)
Accrued expenses		112,344			80,503			369,343
Deferred tax asset		33,756			(73,537	)		(143,000	)

Net cash used in operating activities		(341,349	)		(348,249	)		(996,250	)

Cash flows from investing activities:
Disbursements from trust		203,000			512,097			1,066,097
Cash placed in trust		-			-			(19,535,000	)
Payment of deferred acquisition costs		(12,410	)					(12,410	)
Net cash used in investing activities		190,590			512,097			(18,481,313	)

Cash flows from financing activities:
Payment of notes payable - stockholders		-			-			(124,000	)
Proceeds from sale of Units to public		-			-			20,000,000
Proceeds from advance payable to stockholders		-			-			124,000
Proceeds from issuance of shares to Initial Stockholders		-			-			25,000
Proceeds from sale of Unit Purchase Option		-			-			100
Proceeds from sale of Insider Warrants		-			-			960,000
Payments of offering costs		-			(223,315	)		(1,439,743	)
Net cash provided by financing activities		-			(223,315	)		19,545,357

Net (decrease) increase in cash		(150,759	)		(59,467	)		67,794

Cash - beginning of period		218,553			212,809			-

Cash - end of period	$	67,794		$	153,342		$	67,794

Supplemental schedule of cash flow disclosures
Cash paid for:
Interest	$	-		$	-		$	6,998
Income taxes	$	25,185		$	106,000		$	269,104
Supplemental schedule of non-cash investing activities:
Accrual of deferred acquisition costs	$	359,880		$	-		$	359,880
Supplemental schedule of non-cash financing activities:
Accrual of deferred underwriting fee	$	-		$	-		$	1,050,000

The accompanying notes should be read in conjunction with the unaudited condensed consolidated financial statements.

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Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Notes to Unaudited Condensed Consolidated Financial Statements

July 13, 2008

NOTE A—BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements at July 13, 2008 and for the periods ending July 13, 2008 and July 15, 2007 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X include the accounts of Restaurant Acquisition Partners, Inc, Oregano’s Acquisition, Inc., an Arizona corporation and a wholly owned subsidiary of Restaurant Acquisition (“Merger Sub”), Oregano’s Real Estate Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of Restaurant Acquisition (“Oregano’s Real Estate”), and Oregano’s Holdings LLC, a Delaware limited liability company and a wholly owned subsidiary of Restaurant Acquisition (“Merger LLC”) collectively referred to as the “Company” All significant intercompany transactions and balances have been eliminated.

Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. These financial statements should be read in conjunction with the audited financial statements that were included in the Company’s Form 10-KSB for the fiscal year ended December 30, 2007.

In the opinion of management, all adjustments, consisting only of normal recurring adjustments, except as disclosed herein, considered necessary for a fair statement of our financial position, the results of our operations and cash flows have been included in these unaudited condensed consolidated financial statements. The December 30, 2007 balance sheet has been derived from the Company's audited financial statements.

Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the remainder of the fiscal year ending December 28, 2008.

NOTE B—ORGANIZATION AND BUSINESS OPERATIONS; GOING CONCERN CONSIDERATION

The Company was incorporated in Delaware on October 3, 2005. The Company was formed to serve as a vehicle for the acquisition through a merger, capital stock exchange, asset acquisition or other similar business combination ("Business Combination") of an operating business in the restaurant industry (“Target Business”). The Company has neither engaged in any operations nor generated revenue. The Company is considered to be in the development stage and is subject to the risks associated with activities of development stage companies. As such, the Company's operations relate to organizational activities, initial public offering and search for a business combination for the twelve-week period ended July 13, 2008, the twelve-week period ended July 15, 2007, the twenty eight-week period ended July 13, 2008,the twenty eight week-period ended July 15, 2007 and for the cumulative period from inception (October 3, 2005) through July 13, 2008.

The reconciliation of investments held in trust as of July 13, 2008 is as follows:

Contribution to trust	$	19,535,000
Interest income earned	$	1,083,174
Withdrawals to fund income taxes	$	(407,599	)
Withdrawals to fund operations	$	(658,498	)
Total investments held in trust	$	19,552,077

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Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Notes to Unaudited Condensed Financial Statements

July 13, 2008

NOTE B—ORGANIZATION AND BUSINESS OPERATIONS; GOING CONCERN CONSIDERATION (cont.)

The registration statement for the Company’s initial public offering (the “Offering”) was declared effective on December 14, 2006. The Company consummated the Offering on December 20, 2006 and received net proceeds of approximately $17.5 million. The Company's management has broad discretion with respect to the specific application of the net proceeds of the Offering of its Units (as described in Note D), although substantially all of the net proceeds of the Offering are intended to be generally applied toward a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. An amount of $19,535,000, which includes $960,000 relating to the sale of Insider Warrants (as defined below) and $1,050,000 deferred payment to Capital Growth Financial LLC and Tejas Securities Group , Inc., the underwriters in the Offering (collectively, the “Underwriter”), of the net proceeds is being held in a trust account (“Trust Fund”) and invested in government securities until the earlier of (i) the completion of its first Business Combination and (ii) the distribution of the Trust Fund as described below. The cash placed in the Trust Account has been invested in a Treasury Bill which is being accounted for as a trading security. The placing of funds in the Trust Fund may not protect those funds from third party claims against the Company. Although the Company will seek to have 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 Fund, there is no guarantee that they will execute such agreements. The Company’s Founding Stockholders have severally agreed that they will be personally liable under certain circumstances to ensure that the proceeds in the Trust Fund 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 the Founding Stockholders will be able to satisfy those obligations. The remaining net proceeds (not held in the Trust Fund) and interest and other earnings on the net proceeds held in the Trust Fund up to $1,025,000, after giving effect to applicable taxes, may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company, after signing a definitive agreement for a Business Combination, will submit such transaction for stockholder approval. In the event that holders of 20% of more of the shares issued in the Offering vote against the Business Combination, the Business Combination will not be completed. In connection with the vote required for any business combination, the persons who were stockholders prior to the Offering (“Founding Stockholders”) have agreed to vote the shares of common stock owned by them prior to the date of the Offering, in accordance with the majority of the shares of common stock voted by the public stockholders. Our Founding Stockholders have agreed to vote any shares of common stock acquired by them in the Offering or in the aftermarket in favor of any business combination presented to the public stockholders. Accordingly, our Founding Stockholders will not be able to exercise the conversion rights described below.

With respect to a Business Combination which is approved and consummated, any public stockholder who voted against the Business Combination will be entitled to convert their stock into their pro rata share of the Trust Fund, including $0.315 per share ($1,050,000 in total) being held in the Trust Fund attributable to the deferred Underwriter’s discount and non-accountable expense allowance, and any accrued interest earned on their portion of the Trust Fund not previously released to us, as of two business days prior to the proposed completion of the Business Combination. Accordingly, public stockholders holding 19.99% of the aggregate number of shares owned by all public stockholders may seek conversion of their shares in the event of a Business to the shares held by the Founding Stockholders.

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Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Notes to Unaudited Condensed Financial Statements

July 13, 2008

NOTE B—ORGANIZATION AND BUSINESS OPERATIONS; GOING CONCERN CONSIDERATION (cont.)

Accordingly, a portion of the net proceeds of the Offering (19.99% of the amount originally held in the Trust Fund excluding the $0.315 per share attributable to the deferred Underwriter’s discount and non-accountable expense allowance) has been classified as common stock subject to possible conversion in the accompanying July 13, 2008 balance sheet. Such public stockholders are entitled to receive their pro rata share of the Trust Fund computed without regard to the shares held by Founding Stockholders.

If the Company does not complete a Business Combination by June 20, 2008, 18 months from the date of the completion of the Offering, or December 20, 2008, 24 months from the completion of the Offering if certain extension criteria have been satisfied (the"Acquisition Period"), the proceeds held in the Trust Fund will be distributed to the Company's public stockholders, excluding the Founding Stockholders to the extent of their initial stock holdings. The Company has satisfied the extension requirement to December 20, 2008 (See Note H). There is no assurance that the Company will be able to successfully effect a Business Combination during this period. This factor raises substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements are prepared assuming the Company will continue as a going concern. The company has satisfied the extension period (see Note H).

The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event of such distribution, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Fund 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 Units sold in the Offering discussed in Note D).

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Income (Loss) per Share

Income (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. The effect of the 6,666,666 cutstanding warrants issued in connection with the Offering, and the 1,500,000 outstanding warrants issued in connection with the private placement has not been included in the diluted weighted average shares since the warrants are contingently exercisable. The effect of the 105,000 Units included in the underwriter’s purchase option along with the warrants underlying such units, has not been considered in the diluted earnings per share calculation since the market price of the unit was less than the exercise price during the period.

[2] New Accounting Pronouncements:

In December 2007, the Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 141R, “Business Combinations” (“SFAS 141R”) that is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The pronouncement resulted from a joint project between the FASB and the International Accounting Standards Board and continues the movement toward the greater use of fair values in financial reporting. SFAS 141R is expected to significantly change how future business acquisitions are accounted for and will impact financial statements both on the acquisition date and in subsequent periods.

-8-

Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Notes to Unaudited Condensed Financial Statements

July 13, 2008

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

In December 2007, the Financial Accounting Standards Board released Statement of Financial Accounting Standards No. 160 “non-controlling Interests in Consolidated Financial Statements” (“SFAS 160”) that is effective for annual periods beginning on or after December 15, 2008. The pronouncement resulted from a joint project between the FASB and the International Accounting Standards Board and continues the movement toward the greater use of fair values in financial reporting. Upon adoption of SFAS 160, the company will re-classify any non-controlling interests as a component of equity.

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

NOTE D—INITIAL PUBLIC OFFERING

On December 20, 2006, the Company sold 3,333,333 units (“Units”) at an offering price of $6.00 per Unit. Each Unit consists of one share of the Company’s common stock, $.0001 par value, and two warrants (“Warrants”). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $4.50. Each Warrant will become exercisable on the later of (a) the completion of a Business Combination with a target business and (b) December 20, 2007 and expiring December 20, 2010. The Warrants may be redeemed by the Company at a cost 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 a least $8.50 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.

The Company agreed to pay the Underwriter an underwriting discount of 8% of the gross proceeds of the Offering and a non-accountable expense allowance of 2% of the gross proceeds of the Offering. However, the Underwriter has agreed that 3.25% of underwriting discount and 2% of non-accountable expense allowance will not be payable unless and until the Company completes a Business Combination and has waived its right to receive such payment upon the Company’s liquidation if the Company is unable to complete a Business Combination. Accordingly, the deferred underwriting discount and non-accountable expense allowance aggregating $1,050,000 has been classified as a liability in the accompanying July 13, 2008 balance sheet. In connection with the Offering, the Company also issued an option, for $100, to the Underwriter, to purchase 105,000 units at an exercise price of $7.20 per Unit (the “Underwriter’s Option”). The Units issuable upon exercise of the Underwriter’s Option are identical to those sold in the Offering except that the warrants included in the Underwriter’s Option have an exercise price of $6.00 per share and both the units and the warrants may be exercised on a “cashless” basis. The Underwriter’s Option may be exercised commencing on the later of the consummation of a Business Combination and December 20, 2007. The Underwriter’s Option expires on December 20, 2011. The Company intends to account for the fair value of the Underwriter’s Option, inclusive of the receipt of the $100 cash payment, as an expense of the Offering resulting in charge directly to stockholders’ equity. The Company estimates that the fair value of the Underwriter’s Option is approximately $318,276 ($3.03 per Unit) using a Black-Scholes option-pricing model. The fair value of the Underwriter’s Option is estimated as of the date of grant using the following assumptions: (1) expected volatility of 58.13%, (2) risk-free interest rate of 5.29% and (3) expected life of 5 years.

-9-

Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Notes to Unaudited Condensed Financial Statements

July 13, 2008

NOTE E—RELATED PARTY TRANSACTION

The Company has agreed to pay Pacific Ocean Restaurants, Inc., a wholly-owned subsidiary of Passport Restaurants, Inc. and a company where certain of the Founding Stockholders serve in executive or consulting capacities, an administrative fee of $7,500 per month for office space and general and administrative services commencing December 14, 2006 through the acquisition date of a Target Business. The statements of operations for the twelve week-period ended July 13, 2008, the twelve week-period ended July 15, 2007 and the period from October 5, 2005(inception) to July 13, 2008 include $20,720, $20,769 and $144,047, respectively, of expenses related to this agreement.

NOTE F—FOUNDING STOCKHOLDERS

The Founding Stockholders purchased 833,334 shares of common stock at $0.030 per share for an aggregate purchase price of $25,000 on October 14, 2005.

Also, simultaneously with the consummation of the Offering, the Founding Stockholders purchased an aggregate of 1,500,000 warrants at $0.64 per warrant (“Insider Warrants”) (for an aggregate purchase price of $960,000) privately from the Company. The Company received $640,000 of the purchase price as of December 20, 2006 and the remaining $320,000 was received on December 21, 2006. All of the proceeds from these purchases were placed in the Trust Fund. The warrants purchased by such individuals are identical to the warrants included in the Units sold in the Offering except that the Insider Warrants may be exercised on a "cashless basis" so long as such warrants are held by the Founding Stockholders or their affiliates, the holders have certain SEC registration rights and the warrants and underlying securities may not be transferred (with certain exceptions) prior to 30 days after consummation of a business combination.

NOTE G—COMMON STOCK

On May 4, 2006, the Company effected a 1.25-to-1 stock split. The impact of the stock split was applied retroactively. On November 17, 2006, the Company effected a 1.5-for-1 reverse stock split. The impact of the stock split was applied retroactively. Accordingly, the accompanying financial statements have been retroactively restated to reflect the stock split.

At July 13, 2008, 8,481,666 shares of common stock were reserved for issuance upon exercise of the Warrants, the Insider Warrants and the Underwriter’s Option.

NOTE H—MERGER AGREEMENT

On June 19, 2008, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Oregano’s Pizza Bistro, Inc., an Arizona corporation (“Oregano’s”) and Mark S. Russell, Oregano’s sole shareholder and principal executive officer (“Russell”).

-10-

Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Notes to Unaudited Condensed Financial Statements

July 13, 2008

NOTE H—MERGER AGREEMENT (cont.)

The Merger Agreement provides that subject to the terms and conditions specified, Merger Sub will be merged with and into Oregano’s, with Oregano’s as the surviving corporation. Immediately following this merger, Oregano’s will merge with and into Merger LLC, with Merger LLC as the surviving limited liability company. Following consummation of these transactions, Restaurant Acquisition will change its name to “Oregano’s Pizza Bistro, Inc.” and Merger LLC will continue as its wholly owned subsidiary.

The Merger Agreement provides that Russell will be entitled to closing consideration equal to 6.5 times Oregano’s adjusted earnings before interest, taxes, depreciation and amortization for the 12 months ending August 31, 2008 (“Adjusted EBITDA”). The closing consideration will be reduced by certain outstanding indebtedness and will be subject to adjustment to the extent working capital is greater or less than negative $1.5 million. In addition, the closing consideration will be increased by an amount equal to third party capital expenditures incurred by Oregano’s for the construction or development of new restaurants prior to the closing in accordance with its project development plan and budget.

The Merger Agreement provides that Russell will be entitled to contingent consideration equal to 1.0 times Adjusted EBITDA if both (1) Oregano’s completes and opens three new restaurants before the second anniversary of the closing and (2) Russell is an employee of Oregano’s at the time of completion.

Up to 52% of the estimated merger closing consideration (not in excess of $8.5 million) will be payable at closing in cash with the balance paid in Restaurant Acquisition common stock valued at $5.69 per share. Restaurant Acquisition will hold back 447,645 shares of such common stock to secure Russell’s indemnification obligations under the Merger Agreement. To the extent the post-closing audit process results in actual merger closing consideration exceeding estimated merger closing consideration, then additional payments to Russell will be made in Restaurant Acquisition common stock. To the extent the post-closing audit process results in estimated merger closing consideration exceeding actual merger closing consideration, such excess amount will be payable by Russell in cash or by return of Restaurant Acquisition common stock originally issued to him, valued at $5.69 per share.

The contingent consideration will be payable in cash or in stock, at Russell’s option. If payable in stock, the contingent consideration will be valued based on average closing price for the five trading days ending on the second business day prior to the termination of the earn-out period.

All of the Restaurant Acquisition common stock issued in connection with the transaction will be restricted from sale, hedge or pledge for six months following the closing pursuant to a standard lockup.

The merger is subject to customary closing conditions. In addition, the closing is conditioned on (a) the affirmative vote of the Restaurant Acquisition stockholders to adopt the Merger Agreement and the Restaurant Acquisition stock incentive plan, (b) fewer than 20% of the shares of Restaurant Acquisition common stock issued in Restaurant Acquisition’s initial public offering voting against the merger and electing to convert their shares into cash in accordance with Restaurant Acquisition’s amended and restated certificate of incorporation, (c) the transactions contemplated by the Real Estate Purchase Agreement (as set forth below) having closed or closing simultaneously with the Merger Agreement and (d) Restaurant Acquisition having received financing of at least $5.0 million.

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Restaurant Acquisition Partners, Inc. and Subsidiaries

(a development stage company)

Notes to Unaudited Condensed Financial Statements

July 13, 2008

NOTE H—MERGER AGREEMENT (cont.)

The merger is expected to be consummated in the fourth quarter of 2008, after the required approval by the stockholders of Restaurant Acquisition and the fulfillment of certain other conditions.

NOTE I—REAL ESTATE PURCHASE AGREEMENT

On June 19, 2008, Oregano’s Real Estate entered into a Purchase and Sale Agreement with City Surf Management Group, LLC (“City Surf”) and Russell, City Surf’s sole member (the “Real Estate Purchase Agreement”). Pursuant to the Real Estate Purchase Agreement, Oregano’s Real Estate has agreed to purchase six parcels of real property (the “Property”) in Arizona, five of which relate to existing Oregano’s restaurants and one of which is a restaurant in development.

The closing purchase price for the Property is $9,221,000 payable in cash, of which $922,100 will be subject to holdback to secure City Surf’s indemnification obligations. To the extent the estimated deductions for indebtedness and working capital pursuant to the Merger Agreement (as described above) exceed $8.5 million, then a portion of the cash consideration payable as closing purchase price for the Property will instead be payable in the form of Restaurant Acquisition stock valued at $5.69 per share.

In addition, City Surf may be entitled to contingent consideration in an amount equal to excess of the independent appraised value of the Property at the third anniversary of the closing over the closing purchase price. Such consideration will be payable in cash or Restaurant Acquisition common stock at Russell’s election.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

The Company was formed on October 3, 2005 to serve as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business in the restaurant industry. 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.

We consummated our initial public offering on December 20, 2006. All activity from October 3, 2005 through December 20, 2006 related to our formation and our initial public offering. Since December 20, 2006, we have been searching for prospective target businesses to acquire.

We had a net loss of $(72,007) for the twelve-week period ended July 13, 2008 consisting of $ 70,902 of interest income, which reflects significantly lower interest rates on government treasury bills, on the trust account investment, a benefit of $14,351 from income taxes reduced by $20,720 for a monthly administrative services agreement, and $136,540 for other general administrative expenses including expenses for state franchise taxes, professional services, consulting services, travel, and officers and directors liability insurance. We had net income of $62,908 for the twelve week-period ended July 15, 2007 consisting of interest income of $221,000 on the trust account investment, reduced by $42,671 for income tax expense, $20,769 for a monthly administrative services agreement, and $94,652 for other general administrative expenses including expenses for state franchise taxes, professional services, consulting services, travel, and officers and directors liability insurance.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (Cont).

We had a net loss of $187,832 for the twenty eight-week period ended July 13, 2008 consisting of $205,875 of interest income, which reflects significantly lower interest rates on government treasury bills, on the trust account investment and cash balances, a benefit of $67,335 from income taxes reduced by $48,462 for a monthly administrative services agreement, and $412,580 for other general administrative expenses including expenses for state franchise taxes, professional services, consulting services, travel, and officers and directors liability insurance. We had a net profit of $175,167 for the twenty-eight week period ended July 15, 2007 consisting of interest income of $501,100 on the trust account investment, reduced by $103,738 for income tax expense, $48,462 for a monthly administrative services agreement, and $173,733 for other general administrative expenses including expenses for state franchise taxes, professional services, consulting services, travel, and officers and directors liability insurance.

We had a net loss of $37,877 for the period from October 3, 2005 (inception) through July 13, 2008 consisting of interest income of $1,088,651 on the trust account investment and cash balances reduced by $53,112 for income tax expense, $144,097 for a monthly administrative services agreement, $6,998 for interest expense, $10,855 for organizational costs and $911,466 for other general administrative expenses including expenses for state franchise taxes, professional services, consulting services, travel, and officers and directors liability insurance.

We are obligated to pay to Pacific Ocean Restaurants, Inc., an affiliate of certain of our initial stockholders a monthly fee of $7,500 for general and administrative services and for the use of certain limited office space in Orlando, Florida. In addition, in October and December 2005 and March 2006, our stockholders prior to our initial public offering advanced an aggregate of $124,000 to us at an interest rate of 5.0 percent per annum, for payment of offering expenses on our behalf. This amount ($130,998 including interest) was repaid in December 2006 out of proceeds of our initial public offering.

In connection with our initial public offering, we issued an option, for $100, to Capital Growth to purchase 105,000 units at an exercise price of $7.20 per unit, with each unit consisting of one share of common stock and two warrants. We intend to account for the fair value of the option, inclusive of the receipt of the $100 cash payment, as an expense of the public offering resulting in a charge directly to stockholders’ equity. We estimated that the fair value of this option was approximately $318,000 ($3.03 per unit) using a Black-Scholes option-pricing model. The fair value of the option granted to Capital Growth was estimated as of the date of grant using the following assumptions: (1) expected volatility of 58.13 percent, (2) risk-free interest rate of 5.29 percent and (3) expected life of five years. The option may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the option (the difference between the exercise prices of the option and the underlying warrants and the market price of the units and underlying securities) to exercise the option without the payment of any cash.

Since our initial public offering we have been engaged in sourcing and evaluating a suitable business combination candidate. Utilizing the restaurant industry relationships of our officers and directors, we have contacted and met with target companies, industry executives, industry professionals and other intermediaries to discuss with them the Company, the background of our management and our combination preferences. In the course of such discussions, we have explained the initial public offering, our capital structure, the combination approval process and the timeline under which we are operating.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (Cont).

We are directing and intend to continue to direct our efforts toward the completion of the business combination with Oregano's Pizza Bistro, Inc. and the purchase of the related real property.

We believe the funds available to us outside of the trust account, together with interest on the net proceeds held in the trust account up to $1,025,000, after giving effect to applicable taxes, will be sufficient to allow us to operate for at least until December 20, 2008, assuming a business combination is not completed during that time.

ITEM 3. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our chief executive officer and principal financial officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of July 13, 2008. Based upon his evaluation, he concluded that our disclosure controls and procedures were effective.

Internal Control Over Financial Reporting

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorization of our board of directors and management; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

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ITEM 3. CONTROLS AND PROCEDURES. (cont.)

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

PART II

ITEM 1. LEGAL PROCEEDINGS.

None.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following Exhibits are filed as part of this Report:

Exhibit No.		Description

31		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

32		Section 1350 Certification of Chief Executive Officer and Chief Financial Officer.

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15 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 on the 25^th day of August 2008.

	RESTAURANT ACQUISITION PARTNERS, INC.

	By:	/s/ Christopher R. Thomas
		Christopher R. Thomas Chief Executive Officer, President and Director (Principal Executive Officer)

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date

/s/ Christopher R. Thomas	Chief Executive Officer, President and Director	August 25, 2008
Christopher R. Thomas	(Principal Executive Officer and Principal Accounting and Financial Officer)

/s/ Clyde E. Culp III	Executive Vice President, Chairman of the Board of Directors and Director	August 25, 2008
Clyde E. Culp III

/s/ John M. Creed	Vice President, Secretary and Director	August 25, 2008
John M. Creed

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Restaurant Acquisition Partners, Inc. 10-Q