UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2009

¨ Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from _____________ to _____________

Commission File Number 000-52875

North Shore Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	26-0433980
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

545-7 Dogok-Dong, SoftForum B/D, 7th Floor, Gangnam-Gu, Seoul, Korea 135-270

(Address of Principal Executive Office)

(82) (2) 526-8531

(Issuer’s Telephone Number, Including Area Code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if smaller reporting company)

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

As of November 20, 2009, 7,941,250 shares of common stock, par value $.0001 per share, were issued and outstanding.

		Page
Part I: Financial Information:

Item 1 –Financial Statements (unaudited):

Condensed Balance Sheets		3

Condensed Statements of Operations		4

Condensed Statements of Stockholders’ Equity		5

Condensed Statements of Cash Flows		6

Notes to Unaudited Condensed Financial Statements		7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

Item 3 – Quantitative and Qualitative Disclosures about Market Risk		22

Item 4 – Controls and Procedures		23

Part II. Other Information

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		24

Item 6 – Exhibits		25

Signatures		26

North Shore Acquisition Corp.

(a corporation in the development stage)

Condensed Balance Sheets

	September 30,			December 31,
	2009			2008
	(unaudited)			(audited)
ASSETS
Current Assets:
Cash	$	82,171		$	186,578
Prepaid expenses and other current assets		65,838			105,233

Total Current Assets		148,009			291,811

Other asset, Investments held in Trust Account (Note 1)		49,706,866			49,833,790

Total Assets	$	49,854,875		$	50,125,601

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
Income taxes payable	$	14,649		$	2,337
Accounts payable and accrued expenses		423,418			95,664
Total Current Liabilities		438,067			98,001
Deferred Underwriters' Fee		1,524,720			1,524,720
Total Liabilities		1,962,787			1,622,721
Commons stock, subject to possible redemption, 2,541,199 shares at redemption value, approximately $7.82 per common share		19,877,255			19,877,255

Commitments

Stockholders’ equity
Preferred stock, $.0001 par value		—			—
Authorized 1,000,000 shares; none issued and outstanding
Common stock, $.0001 par value
Authorized 20,000,000 shares
Issued and outstanding 7,941,250 shares at September 30, 2009 and December 31, 2008, (which includes 2,541,199 subject to possible redemptions)		794			794
Additional Paid-in Capital		28,505,877			28,505,877
(Deficit) earnings accumulated during the development stage		(491,838	)		118,954

Total Stockholders' Equity		28,014,833			28,625,625

Total Liabilities and Stockholders' Equity	$	49,854,875		$	50,125,601

See notes to unaudited condensed financial statements.

North Shore Acquisition Corp.

(a corporation in the development stage)

Unaudited Condensed Statements of Operations

	Period from				Period from			Period from			Period from				Period from
	July 1, 2009				July 1, 2008			January 1, 2009			January 1, 2008				June 26, 2007
	to				to			to			to				(date of inception) to
	September 30, 2009				September 30, 2008			September 30, 2009			September 30, 2008				September 30, 2009
Revenue	$			$				$			$			$
Formation and operating expenses		396,814				60,726			687,916			210,123				1,165,310
Loss from operations		(396,814	)			(60,726	)		(687,916	)		(210,123	)			(1,165,310	)
Other income, interest		26,461				199,337			128,374			733,161				1,025,774
Income (Loss) before income tax expense		(370,353	)			138,611			(559,542	)		523,038				(139,536	)
Income tax expense		10,987				81,651			51,250			280,021				352,302
Net income (loss) applicable to common stockholders	$	(381,340	)	$		56,960		$	(610,792	)	$	243,017		$		(491,838	)

Weighted average shares outstanding		-														-
Basic		7,941,250				7,941,250			7,941,250			7,947,454				6,734,281
Diluted		7,941,250				10,371,333			7,941,250			10,336,546				6,734,281
		-														-
Net income (loss) per share, basic	$	(0.05	)	$		0.01		$	(0.08	)	$	0.03		$		(0.07	)
Net income (loss) per share, diluted	$	(0.05	)	$		0.01		$	(0.08	)	$	0.02		$		(0.07	)

Weighted average shares outstanding subject to possible redemption		-														-
Basic		2,541,199				2,541,199			2,541,199			2,541,199				2,013,181
Diluted		2,541,199				2,541,199			2,541,199			2,541,199				2,013,181
		-														-
Net income (loss) per share, basic	$	0.00		$		0.00		$	0.00		$	0.00		$		0.00
Net income (loss) per share, diluted	$	0.00		$		0.00		$	0.00		$	0.00		$		0.00

See notes to unaudited condensed financial statements.

North Shore Acquisition Corp.

(a corporation in the development stage)

Unaudited Condensed Statements of Stockholders’ Equity

For the period June 26, 2007 (date of inception) to September 30, 2009

	Common Stock						Additional Paid-In Capital			(Deficit) Earnings Accumulated During the Development Stage			Total Stockholders’ Equity
	Shares			Amount

Sale of 1,811,250 shares of common stock to initial stockholders on June 27, 2007 (date of inception) at approximately $0.01 per common share		1,811,250		$	181		$	24,819		$	—		$	25,000

Sale of 6,300,000 units, net of underwriters' discount and offering expenses (includes 2,519,999 shares subject to possible redemption)		6,300,000			630			46,361,757			—			46,362,387
Proceeds subject to possible redemption of 2,519,999 shares		—						(19,713,599	)		—			(19,713,599	)
Proceeds from sale of warrants to initial stockholders		—			—			1,600,000			—			1,600,000
Proceeds from issuance of option		—			—			100			—			100
Net income for the period					—			—			24,866			24,866
Balance, December 31, 2007		8,111,250			811			28,273,077			24,866			28,298,754
Sale of 53,000 units (includes 21,198 shares subject to possible redemption)		53,000			5			396,435						396,440
Proceeds subject to possible redemption of 21,198 shares		—			—			(163,657	)					(163,657	)
Forfeiture of shares of common stock by initial stockholders		(223,000	)		(22	)		22						—
Net income for the period					—			—			94,088			94,088
Balance, December 31, 2008		7,941,250			794			28,505,877			118,954			28,625,625
Net (loss) for the period (unaudited)					—			—			(610,792	)		(610,792	)
Balance, September 30, 2009 (unaudited)		7,941,250		$	794		$	28,505,877		$	(491,838	)	$	28,014,833

See notes to unaudited condensed financial statements.

North Shore Acquisition Corp.

(a corporation in the development stage)

Unaudited Condensed Statements of Cash Flows

	For the period			For the period			For the period
	from			from			from
	January 1, 2009			January 1, 2008			June 26, 2007
	To September			To September			(date of inception) to
	30, 2009			30, 2008			September 30, 2009
Cash Flows from Operating Activities
Net income (loss)	$	(610,792	)	$	243,017		$	(491,838	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Change in operating assets and liabilities:
Prepaid expenses and other current assets		39,395			13,753			(65,838	)
Income taxes payable		12,312			20,000			14,649
Accounts payable and accrued expenses		327,754			(55,557	)		423,418
Net cash (used in) provided by operating activities		(231,331	)		221,213			(119,609	)

Net cash used in Investing Activities
Change in Investments held in Trust Account		126,924			(388,252	)		(49,706,866	)

Cash Flows from Financing Activities
Borrowings from note payable		—			424,000			—
Gross proceeds of common stock public offering		—			—			50,824,000
Proceeds from notes payable, stockholder		—			—			100,000
Payment of notes payable, stockholder		—			—			(100,000	)
Proceeds from the issuance of common stock to initial stockholders		—			—			25,000
Proceeds from sale of warrants to initial stockholders		—			—			1,600,000
Proceeds from issuance of option		—			—			100
Payment of costs of public offering		—			(14,840	)		(2,540,454	)

Net cash provided by financing activities		—			409,160			49,908,646

Net (decrease) increase in cash		(104,407	)		242,121			82,171
Cash at the beginning of the period		186,578			107,863			—

Cash at the end of the period	$	82,171		$	349,984		$	82,171

Supplemental disclosure of cash flow information
Cash paid during the period for:
Taxes	$	41,762		$	378,336		$	477,722

Non-cash financing activity:
Deferred underwriters’ fee	$	—		$	12,720		$	1,524,720
Proceeds from public offering reclassified to mezzanine debt for common stock subject to possible redemption	$	—		$	163,657		$	19,877,825

See notes to unaudited condensed financial statements.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

1.		Organization and Business Operations		North Shore Acquisition Corp. (the “Company”) was incorporated in Delaware on June 26, 2007 as a blank check company whose objective is to acquire an operating business. All activity from June 26, 2007 (inception) through September 30, 2009 relates to the Company’s formation and initial public offering described below. The Company has selected December 31 as its fiscal year-end.
				The registration statement for the Company’s initial public offering (“Offering”) was declared effective November 30, 2007. The Company consummated the offering on December 7, 2007 and received net proceeds of approximately $47,883,000 (Note 3). On January 11, 2008, the Company received additional gross proceeds in the amount of approximately $424,000 from the sale of additional units reflecting the underwriters’ over-allotment. 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 (“Business Combination”). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. An amount of $49,715,284 is being held in an interest-bearing trust account (“Trust Account”) including a portion of the underwriting discounts and commissions payable to the underwriters in this offering and invested only in United States “government debt 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 2(a)(7) promulgated under the Investment Company Act of 1940, until the earlier of (i) the consummation of a Business Combination or (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. To date all of the assets have been invested in the Dreyfus Treasury Cash Management – Institutional Shares. 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. The Company’s officers and directors have agreed that they will be personally liable under certain circumstances to ensure that the proceeds 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. The remaining net proceeds (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, up to an aggregate of $1,000,000 of interest earned on the Trust Account balance may be released to the Company to fund working capital requirements, as well as any amounts necessary to pay the Company’s tax obligations. At September 30, 2009, the Company had earned $1,018,577 of interest on the Trust Account since inception, which is included in the cash held in Trust Fund less $1,900,699 which has been used for federal and state tax payments and working capital.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

				The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that 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 (“Initial Stockholders”), have agreed to vote their 1,588,250 founding shares of common stock (“Founders’ Shares”) in accordance with the vote of the majority in 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 shares. 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 common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 39.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. 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. Accordingly, a portion of the net proceeds from the offering (39.99% of the amount held in the Trust Account) has been classified as common stock subject to possible conversion in the accompanying September 30, 2009 and December 31, 2008 balance sheets.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

The Company’s Amended and Restated Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination by November 30, 2009. However, in November 2009, the Company’s Board of Directors approved amendments to the Company’s Certificate of Incorporation (collectively, the “Extension Amendments”). The Extension Amendments, which will require the affirmative vote of a majority of the Company’s outstanding common stock as of the close of business on November 9, 2009 (the “record date”) would (i) extend the date by which the company must complete a Business Combination from November 30, 2009 to January 31, 2010, to avoid being required to liquidate; and (ii) allow public holders of less than 40% of the Company’s outstanding common stock issued in the Offering who vote against the Extension Amendments and elect conversion to convert their respective shares into a portion of the funds available in the Trust Account. The Company has filed a definitive proxy statement with the SEC to solicit the approval of the Company’s stockholders of the Extension Amendments at a special meeting of stockholders (the “Special Meeting”), which is to be held on November 30, 2009. If the Extension Amendments are approved by the Company’s stockholders, the trust agreement that the Company entered into in connection with the Public Offering will be amended to extend the date by which the Trust Account must be liquidated from November 30, 2009 to January 31, 2010. However, the Company cannot assure you that the Extension Amendments will be approved or that, if approved, that the Company will complete a Business Combination before January 31, 2010. All of the Company's directors and officers have agreed to vote any common stock owned by them in favor of the Extension Amendments.

If the Company has not completed a Business Combination by November 30, 2009 (or January 31, 2010, if the Extension Amendments are approved by the Company’s stockholders), 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 possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering due to costs related to the Offering and since no value would be attributed to the Warrants contained in the Units sold (Note 3).

The accompanying unaudited condensed interim financial statements of the Company as of September 30, 2009 and December 31, 2008 and for the three month periods ended September 30, 2009 and 2008, nine months ended September 30, 2009 and 2008, and for the period from inception (June 26, 2007) to September 30, 2009, reflect all adjustments of a normal and recurring nature to present fairly the financial position, results of operations and cash flows for the interim period. These unaudited condensed consolidated interim financial statements have been prepared by the Company pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X. Pursuant to such instructions, certain financial information and footnote disclosures normally included in such financial statements have been condensed or omitted.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements of the Company and notes thereto, together with management’s discussion and analysis or plan of operations, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2008. The results of operations for the three month period ended September 30, 2009 are not necessarily indicative of the results that may occur for the year ended December 31, 2009.

In the event that the Company does not consummate a Business Combination by November 30, 2009 (or January 31, 2010, if the Extension Amendments are approved by the Company’s stockholders), the proceeds held in the Trust Account will be distributed to the Company’s stockholders, excluding the Founders to the extent of their initial stock holdings. The mandatory liquidation raises substantial doubt about the Company’s ability to continue as a going concern.

Summary of Significant

Accounting Policies

Basis of Presentation

The financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations for interim financial statements of the SEC.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

Cash and Cash Equivalents

The Company considers money market funds to be cash equivalents.

Development Stage Company

The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.”

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. The Company may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which those deposits are held.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures” approximates the carrying amounts represented in the balance sheet.

Basic and Diluted Earnings per Share

Earnings per common share is based on the weighted average number of common shares outstanding. The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share” which requires dual presentation of basic and diluted earnings per share on the face of the statement of operations. Basic income per share excludes dilution and is computed by dividing income available to common stockholders by the weighted-average common shares outstanding for the period. Diluted income per share reflects the potential dilution that could occur if warrants were to be exercised or otherwise resulted in the issuance of common stock that then shared in the earnings of the entity.

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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

Income Taxes

The Company complies with FASB ASC 740-10-25, which provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax position. A tax benefit from an uncertain position may be recognized only if it is "more likely than not" that the position is sustainable based on its technical merits.

The Company complies with FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income taxes are provided for the differences between the 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.

The Company has decided to fully reserve for its deferred tax asset, as it is more likely than not that the Company will not be able utilize these deferred tax assets against future income.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

New Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued its final Statement of Financial Accounting Standards (“SFAS”) No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (“SFAS No. 168”). SFAS No. 168 established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP to be applied by nongovernmental entities in the preparation of financial statements. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All guidance in the ASC carries an equal level of authority. The ASC supersedes all previously existing non-SEC accounting and reporting standards. The ASC simplifies user access to all authoritative GAAP by reorganizing previously issued GAAP pronouncements into approximately 90 accounting topics within a consistent structure, without creating new accounting and reporting guidance. The ASC became effective for financial statements issued for interim and annual periods ending after September 15, 2009; accordingly, the Company adopted the ASC in the third quarter of fiscal 2009. Following SFAS No. 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates. The FASB will not consider Accounting Standards Updates as authoritative in their own right; these updates will serve only to update the ASC, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the ASC. In the discussion that follows, the Company will refer to ASC citations that relate to ASC Topics and their descriptive titles, as appropriate, and will no longer refer to citations that relate to accounting pronouncements superseded by the ASC.

In April 2009, the FASB issued three related staff positions to clarify the application of FASB ASC 820 to fair value measurements in the current economic environment, modify the recognition of other-than-temporary impairments of debt securities, and require companies to disclose the fair value of financial instruments in interim periods. The final staff positions are effective for interim and annual periods ending after June 15, 2009.

· FASB ASC 820 (transitional 820-10-65-4)—which provides guidance on how to determine the fair value of assets and liabilities under FASB ASC 820 in the current economic environment and reemphasizes that the objective of a fair value measurement remains the price that would be received to sell an asset or paid to transfer a liability at the measurement date.

· FASB ASC 320— which modifies the requirements for recognizing other-than-temporarily impaired debt securities and significantly changes the existing impairment model for such securities. It also modifies the presentation of other-than-temporary impairment losses and increases the frequency of and expands already required disclosures about other-than-temporary impairment for debt and equity securities.

· FASB ASC 820-10-50—which requires disclosures of the fair value of financial instruments within the scope of FASB ASC 820 in interim financial statements, adding to the current requirement to make those disclosures in annual financial statements. The staff position also requires that companies disclose the method or methods and significant assumptions used to estimate the fair value of financial instruments and a discussion of changes, if any, in the method or methods and significant assumptions during the period.

We do not believe that the adoption of these new staff positions had a material impact on our financial position and results of operations.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements


				In June 2009, the FASB issued ASC 860, which eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets. FASB ASC 860 will be effective for transfers of financial assets in fiscal years beginning after November 15, 2009 and in interim periods within those fiscal years with earlier adoption prohibited. We will adopt FASB ASC 860 on October 1, 2010.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

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

Redeemable Common Stock

The Company accounts for redeemable common stock in accordance with FASB ASC 480-10. Securities that are redeemable for cash or other assets are classified outside of permanent equity if they are redeemable at the option of the holder. In addition, if the redemption causes a redemption event, the redeemable securities should not be classified outside of permanent equity. As discussed in Note 1, the Business Combination will only be consummated if a majority of the shares of common stock voted by the Public Stockholders are voted in favor of the Business Combination and Public Stockholders holding less than 40% (2,541,199) of common shares sold in the Offering exercise their conversion rights. As further discussed in Note 1, if a Business Combination is not consummated within 24 months, the Company will liquidate. Accordingly, 2,541,199 shares have been classified outside of permanent equity at redemption value. The Company recognized changes in the redemption value immediately as they occur and adjusts the carrying value of the redeemable common stock to equal its redemption value at the end of each reporting period. The per share redemption price was approximately $7.82 at September 30, 2009.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

				Reclassification Certain 2008 amounts were reclassified to conform to the 2009 presentation.
3.		Initial Public Offering		On December 7, 2007, the Company sold 6,300,000 units (“Units”) in the Offering, and on January 11, 2008 the Company sold an additional 53,000 units. Each Unit consists of one share of the Company’s common stock, $.0001 par value, and one Redeemable Common Stock Purchase Warrant(s) (“Warrants”). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of six months after the completion of a Business Combination or November 30, 2008 and expiring November 29, 2012. The Warrants will be redeemable, at the Company’s option, with the prior consent of EarlyBirdCapital, Inc., the representative of the underwriters in the Offering (“Underwriters”), at a price of $.01 per Warrant upon 30 days notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $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 shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock 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 Common Stock 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 Proposed 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.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

The Company agreed to pay the Underwriter in the Offering an underwriting discount of 6.5% of the gross proceeds of the Offering and a non-accountable expense allowance of 0.5% of the gross proceeds of the Offering. However, the Underwriter has agreed that 3.0% of the underwriting discount will not be payable unless and until the Company completes a Business Combination and has waived their right to receive such payment upon the Company's liquidation if it is unable to complete a Business Combination. In connection with this Offering, the Company also issued an option (“Option”), for $100, to the Underwriter to purchase 420,000 Units at an exercise price of $8.80 per Unit. The Units issuable upon exercise of the Option are identical to the Units sold in the Offering. The Company intends to account for the fair value of the Option, inclusive of the receipt of the $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 the Option is approximately $823,200 ($1.96 per Unit) using a Black-Scholes option-pricing model. The fair value of the Option granted to the Underwriter is estimated as of the date of grant using the following assumptions: (1) expected volatility of 20.43%, (2) risk-free interest rate of 4.82% and (3) expected life of 5 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. 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 Option or underlying Warrants, the Option or Warrants, as applicable, will expire worthless.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

Fair Value Measurements

Effective January 1, 2008, the Company adopted FASB ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The adoption of FASB ASC 820 to the Company’s financial assets and liabilities and non-financial assets and liabilities that are re-measured and reported at fair value at least annually did not have an impact on the Company’s financial results.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2009, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices in markets that are not active, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:

Financial Assets at Fair Value as of September 30, 2009

	September 30,			Quoted Prices in Active Markets			Significant Other Observable Inputs			Significant Unobservable Inputs
Description	2009			(Level 1)			(Level 2)			(Level 3)
Assets:
Cash and cash equivalents held in Trust Account		$	49,706,866		$	49,706,866		$	—		$	—

Total		$	49,706,866		$	49,706,866		$	—		$	—

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

Financial Assets at Fair Value as of December 31, 2008

	December 31,			Quoted Prices in Active Markets			Significant Other Observable Inputs			Significant Unobservable Inputs
Description	2008			(Level 1)			(Level 2)			(Level 3)

Assets:

Cash and cash equivalents held in Trust Account		$	49,833,790		$	49,833,790		$	—		$	—

Total		$	49,833,790		$	49,833,790		$	—		$	—

				The fair values of the Company’s cash and cash equivalents held in the Trust Account are determined through market, observable and corroborated sources. The carrying amounts reflected in the consolidated balance sheets for other current assets and accrued expenses approximate fair value due to their short-term maturities.
5.		Commitments		From the date of the Offering until August 17, 2009, the Company incurred a monthly fee of $8,000 for general and administrative services from American Fund Advisors, an affiliate of Barry J. Gordon, Marc H. Klee and Alan J. Loewenstein. The Company terminated this agreement and stopped paying this monthly fee beginning August 17, 2009. Pursuant to letter agreements 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.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

All of the Initial Stockholders purchased 1,600,000 Warrants (“Insider Warrants”) at $1.00 per Warrant (for an aggregate purchase price of $1,600,000) privately from the Company upon consummation of the Offering. All of the proceeds received from these purchases were placed in the Trust Account. The Insider Warrants are identical to the Warrants underlying the Units being offered in the Proposed 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 holders of the Insider Warrants (or underlying securities) are entitled to registration rights with respect to their founding shares or Insider Warrants (or underlying securities), as the case may be, pursuant to an agreement dated November 30, 2007. The holders of the majority of the founding shares are entitled to demand that the Company register 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 securities) are entitled to demand that the Company register such securities at any time after the Company consummates a Business Combination. In addition, the Initial Stockholders and holders of the Insider Warrants (or underlying securities) have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

North Shore Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Financial Statements

Basic and Diluted Earnings Per Share

The following is a reconciliation of the denominator of the basic and diluted earnings per share for the period from July 1, 2008 to September 30, 2008 and the period from January 1, 2008 to September 30, 2008.

	July 1, 2008 to September 30, 2008		January 1, 2008 to September 30, 2008
Weighted average number of common shares outstanding:		7,941,250		7,947,454
Dilutive potential common shares outstanding from warrants		2,430,083		2,389,092

Diluted weighted average shares		10,371,333		10,336,546

				Warrants to purchase 7,953,000 shares of common stock for the three and nine months ended September 30, 2009 as well as the period from June 26, 2007 (date of inception) through September 30, 2009 were excluded from the calculation of diluted earnings per share because they would have been anti-dilutive.
7.		Preferred Stock		The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. The agreement with the Underwriter 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 Common Stock on a Business Combination.

8.	Common Stock	At September 30, 2009, 8,373,000 shares of common stock were reserved for issuance upon exercise of the Warrants and the Option.
9.	Investment Agreement with Initial Stockholders	On August 17, 2009, the Company entered into an agreement (“Investment Agreement”) with the Initial Stockholders and Mr. Sang-Chul Kim. In connection with the transactions contemplated by the Investment Agreement, Mr. Kim became Chairman of the Company, a position that he continues to hold. Pursuant to the Investment Agreement, among other things, the Initial Stockholders have the option to sell to Mr. Kim, and Mr. Kim has the option to purchase from the Initial Stockholders, warrants to purchase the 1,600,000 Insider Warrants upon the earliest of (i) the Company’s consummation of a Business Combination, (ii) the liquidation of the Company’s Trust Account and (iii) December 31, 2009. The purchase price for the Insider Warrants is $1,000,000. The Initial Stockholders originally paid $1,600,000 for the Insider Warrants, which they acquired concurrently with the closing of the Offering. Mr. Kim will exercise the option concurrently with the closing of the acquisition. Mr. Kim has agreed to transfer 35% of such Insider Warrants to Broadband Capital Management LLC (“Broadband”) as part of its fees for financial advisory services. Pursuant to the Investment Agreement and as part of the same transaction, the Initial Stockholders also agreed to transfer an aggregate of 1,488,250 of the Founders’ Shares to Mr. Kim, for no additional consideration, upon consummation of a Business Combination. The Initial Stockholders will continue to hold an aggregate of 100,000 shares of the Company’s common stock following the transfer. If transferred, such shares will remain in escrow until one year after consummation of such Business Combination in accordance with the terms of the escrow agreement that was entered into by the Initial Stockholders in connection with the Company’s Offering. As a result of above transactions, there are no accounting implications. The acquisition will be accounted for as a “reverse merger” and recapitalization since the stockholders of SDI will own the largest portion of the voting rights in the combined entity, the stockholders of SDI will have significant influence and the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity, and SDI’s senior management will dominate the management of the combined entity immediately following the completion of the transaction in accordance with the provisions of FASB ASC 805. Accordingly, SDI will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of SDI. Accordingly, the assets and liabilities and the historical operations that are reflected in the financial statements are those of SDI and are recorded at the historical cost basis of SDI. The Company’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of SDI after consummation of the acquisition.
10.	Proposed Business Combination with Sungdong Industries Co. Ltd.	On September 8, 2009, the Company entered into a Securities Purchase and Share Exchange Agreement (the “Purchase Agreement”) by and among the Company, Sungdong Industries Co., Ltd. (“SDI”), Hwi Young Jung (“HY Jung”), a principal stockholder of SDI, and Hong Jun Jung (“HJ Jung”), which, among other things, provides for the acquisition of up to 52.26%, but not less than 50.96%, of the voting capital stock of SDI in exchange for cash consideration to SDI and 7,341,102 shares of the common stock of the Company to HY Jung. The Company’s proposed business combination with SDI qualifies as a “business combination” under the Company’s amended and restated certificate of incorporation. Provided that the Extension Amendments are approved by the Company’s stockholders, the acquisition is expected to be consummated either during the end of the fourth quarter or the beginning of the first quarter of 2010, after the required approval by the Company’s stockholders and the fulfillment of certain other conditions, as discussed in the Purchase Agreement.
11.	Subsequent Event	In November, 2009, the Company’s Board of Directors approved the Extension Amendments described above in Note 1. If the Extension Amendments are approved by the Company’s stockholders at the Special Meeting to be held on November 30, 2009, the trust agreement that the Company entered into in connection with the Public Offering will be amended to extend the date by which the Trust Account must be liquidated from November 30, 2009 to January 31, 2010. However, the Company cannot assure you that the Extension Amendments will be approved or that, if approved, the Company will complete a Business Combination by January 31, 2010. If the Extension Amendments are approved by the Company’s stockholders and the Company has not completed a Business Combination by January 31, 2010, 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 Fund assets) will be less than the offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units sold in the Offering as discussed in Note 3). The Company evaluated subsequent events from October 1, 2009 to November 20, 2009, the date the Company issued its unaudited condensed financial statements.

ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with the Company’s Consolidated Financial Statements and footnotes thereto contained in this report.

Forward-Looking Statements

The statements discussed in this Report include forward-looking statements that involve risks and uncertainties detailed from time to time in the Company’s reports filed with the Securities and Exchange Commission (“SEC”).

Overview

We were formed on June 26, 2007 as a vehicle to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. 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.

On September 8, 2009, we entered into a Securities Purchase and Share Exchange Agreement (the “Purchase Agreement”) by and among us, Sungdong Industries Co., Ltd. (“SDI”), Hwi Young Jung (“HY Jung”), a principal stockholder of SDI, and Hong Jun Jung (“HJ Jung”), which, among other things, provides for the acquisition of up to 52.26%, but not less than 50.96%, of the voting capital stock of SDI in exchange for cash consideration to SDI and 7,341,102 shares of our common stock to HY Jung. Our proposed business combination with SDI qualifies as a “business combination” under our amended and restated certificate of incorporation.

Provided that the Extension Amendments (described below) are approved by our stockholders, the acquisition is expected to be consummated either during the end of the fourth quarter of 2009 or the beginning of the first quarter of 2010, after the required approval by our stockholders and the fulfillment of certain other conditions, as discussed in the Purchase Agreement.

Recent Developments

In November 2009, our Board of Directors approved amendments to our amended and restated certificate of incorporation (collectively, the “Extension Amendments”). The Extension Amendments, which will require the affirmative vote of a majority of our outstanding common stock as of the close of business on November 9, 2009 (the “record date”) would (i) extend the date by which we must complete a business combination from November 30, 2009 to January 31, 2010, to avoid being required to liquidate; and (ii) allow public holders of less than 40% of our outstanding common stock issued in our initial public offering who vote against the Extension Amendments and elect conversion to convert their respective shares into a portion of the funds available in the Trust Account. We filed a definitive proxy statement with the SEC to solicit the approval of our stockholders of the Extension Amendments at a special meeting of stockholders (the “Special Meeting”), which is to be held on November 30, 2009. If the Extension Amendments are approved by our stockholders, the trust agreement that we entered into in connection with our initial public offering will be amended to extend the date by which the trust account must be liquidated from November 30, 2009 to January 31, 2010. However, we cannot assure you that the Extension Amendments will be approved or that, if approved, that we will complete a business combination before January 31, 2010. All of our directors and officers have agreed to vote any common stock owned by them in favor of the Extension Amendments.

If we have not completed a business combination by November 30, 2009 (or January 31, 2010, if the Extension Amendments are approved by our stockholders), our corporate existence will cease and we will dissolve and liquidate for the purposes of winding up our affairs.

Results of Operations

For the three months ended September 30, 2009, we had a net loss of $381,340 derived from interest income of $26,461 offset by $407,801 for expenses and taxes.

For the three months ended September 30, 2008, we had a net income of $56,960 derived from interest income of $199,337 offset by $142,377 for expenses and taxes.

For the nine months ended September 30, 2009, we had a net loss of $610,792 derived from interest income of $128,374 offset by $739,166 for expenses and taxes.

For the nine months ended September 30, 2008, we had a net income of $243,017 derived from interest income of $733,161 offset by $490,144 for expenses and taxes.

For the period from June 26, 2007 (inception) to September 30, 2009, we had a net loss of $491,838 derived from interest income of $1,025,774 offset by $1,517,612 for expenses and taxes.

Financial Condition and Liquidity

We consummated our initial public offering on December 7, 2007. Gross proceeds from our initial public offering (including from our private placement of warrants and exercise of the underwriters’ over-allotment option) were $50,824,000. We paid a total of $2,525,614 in underwriting discounts and commissions (after deferring $1,512,000) and for costs and expenses related to the offering. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering (including the over-allotment option and the private sale) were $49,883,546, of which $49,693,160 was deposited into the trust account and the remaining proceeds of $190,386 became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The remaining proceeds are available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions, tax payments and continuing general and administrative expenses. There also may be released to us from the trust account interest earned on the funds in the trust account up to an aggregate of $1,000,000 to fund our working capital requirements as well as any amounts we may need to pay our tax obligations. At September 30, 2009, we had earned $1,018,577 of interest on the trust account since inception, which is included in the cash held in the trust account less $1,900,699 which has been used for federal and state tax payments and working capital.

We intend to use substantially all of the net proceeds of the 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 fund as well as any other net proceeds not expended will be used to finance the operations of the target business. We believe we will have sufficient available funds outside of the trust fund to operate through November 30, 2009 (or January 31, 2010 if the Extension Amendments described below are approved by our stockholders), assuming that a business combination is not consummated during that time.

Commencing on November 30, 2007 and ending upon the acquisition of a target business or our liquidation, we began incurring a fee from American Fund Advisors, an affiliate of Barry J. Gordon, Marc H. Klee and Alan J. Loewenstein, a monthly fee of $8,000 for general and administrative services. We terminated this agreement and stopped paying this monthly fee beginning August 17, 2009.

On August 27, 2009, Capital Express Co., Ltd., an entity controlled by Mr. Sang Chul Kim (“Capital Express”), loaned $70,000 to us for general working capital purposes. In addition, on September 3, 2009, Capital Express made an additional loan in the amount of $225,000 to us for general working capital purposes related to the proposed business combination with Sundong Industries Co., Ltd. These loans from Capital Express will be reimbursed back to Capital Express at the closing of a successful business combination. In the event that the business combination does not close successfully, Capital Express may not be reimbursed for the loans made to us.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As of September 30, 2009, our efforts were limited to organizational activities, activities relating to our initial public offering and the search for an acquisition candidate; we had neither engaged in any operations nor generated any revenues.

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices and/or equity prices. Net proceeds from our initial public offering have been placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee. As of September 30, 2009, the balance of the trust account was $49,706,866. The proceeds held in trust may be invested only 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. Thus, we are currently subject to market risk primarily through the effect of changes in interest rates on short-term government securities and other money-market instruments. As of September 30, 2009, the effective annualized interest rate payable on our investment was approximately 0.28%. Assuming no other changes to our holdings as of September 30, 2009, a 1% decrease in the underlying interest rate payable on our investment as of September 30, 2009 would result in a decrease of approximately $124,267 in the interest earned on our investment for the following 90-day period, and a corresponding decrease in our net increase in stockholders’ equity resulting from operations, if any, for that period. We do not believe that the effect of other changes, such as foreign exchange rates, commodity prices and/or equity prices currently pose significant market risk for us.

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

ITEM 4T.

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 Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief operating 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 chief operating officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2009. Based upon their evaluation, they concluded that our disclosure controls and procedures were effective.

Our internal control over financial reporting is a process designed by, or under the supervision of, our chief executive officer and chief operating 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.

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.

OTHER INFORMATION

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

On December 7, 2007, we closed our initial public offering (“IPO”) of 6,300,000 units with each unit consisting of one share of common stock and one warrant, each to purchase one share of common stock at an exercise price of $5.00 per share. On January 24, 2008, we consummated the closing of an additional 53,000 units which were subject to the over-allotment option. The units from the IPO (including the over-allotment option) were sold at an offering price of $8.00 per unit, generating total gross proceeds of $50,824,000. EarlyBirdCapital, Inc. acted as representative of the underwriters. The securities sold in the initial public offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-145278). The Securities and Exchange Commission declared the registration statement effective on November 30, 2007.

We paid a total of $2,525,614 in underwriting discounts and commissions (after deferring $1,512,000) and for costs and expenses related to the offering. After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering were $48,283,546, of which $48,093,160 was deposited into the trust account and the remaining proceeds of $190,386 became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. In addition, all of the proceeds from the private sale of the units and warrants were deposited into the trust fund, for a total of $49,693,160 held in trust (or approximately $7.82 per share sold in the offering).

For a description of the use of the proceeds generated in our initial public offering, see Part I, Item 2 of this Form 10-Q.

ITEM 6: EXHIBITS

(a) Exhibits:

31.1 – Section 302 Certification by CEO

31.2 – Section 906 Certification by CFO

32.1 – Section 302 Certification by CEO

32.2 – Section 906 Certification by CFO

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.

	NORTH SHORE ACQUISITION CORP.

Dated: November 20, 2009
	/s/ Byong-Yub Ahn
	Chief Executive Officer
	(Principal Executive Officer)

	/s/ Yo-Shin Song
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

North Shore Acquisition Corp. 10-Q