- Quarterly Report (10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2009

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 001-33544

ADVANCED TECHNOLOGY ACQUISITION CORP.

(Exact name of Registrant as specified in its charter)

Delaware		68-0635064
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

14 A ACHIMEIR STREET

RAMAT GAN ISRAEL 52587

Telephone: 011-972-3-751-3707

(Address, zip code, and telephone number, including

area code, of registrant’s principal executive office.)

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

Yes R No ¨

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

Yes ¨ No ¨

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

¨ Large Accelerated Filer R Accelerated Filer ¨ Non-Accelerated Filer ¨ 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 R No o

As of May 11, 2009 there were 26,953,125 shares of common stock of the Registrant outstanding.

ADVANCED TECHNOLOGY ACQUISITION CORP.

FORM 10-Q

For the Quarter Ended March 31, 2009

INDEX

		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Balance Sheets	3

	Statements of Operations	4

	Statement of Changes in Stockholders ’ Equity	5

	Statement of Cash Flows	6

	Notes to the Financial Statements	7-15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16-19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19

Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults upon Senior Securities	20

Item 4.	Submission of Matters to a Vote of Security Holders	20

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22

PART I. FINANCIAL INFORMATION

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Balance Sheets

	March 31, 2009		December 31, 2008

ASSETS
Current assets
Cash and cash equivalents	$	30,238	$	32,301
Bank deposit		1,100,000		1,300,000
Prepaid expenses		42,300		-
Investment held in escrow (Note 6)		174,983,406		174,542,411

Total assets	$	176,155,944	$	175,874,712

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	399,823	$	316,119
Total liabilities		399,823		316,119

Commitments and Contingencies (Note 4)

Redeemable common stock (note 5)
Issued and outstanding 8,625,000 shares as of March 31, 2009 and December 31, 2008		67,807,500		67,807,500

Stockholders’ equity (notes 5 & 7)
Preferred stock, $0.0001 par value Authorized 1,000,000 shares; none issued
Common stock, $0.0001 par value Authorized 100,000,000 shares Issued and outstanding 18,328,125 shares as of March 31, 2009 and December 31, 2008 exclusive of 8,625,000 shares outstanding classified as Redeemable common stock		1,833		1,833
Warrants		3,625,000		3,625,000
Additional paid-in capital		98,172,475		98,172,475
Retained earnings during the development stage		6,149,313		5,951,785
Total stockholders’ equity		107,948,621		107,751,093

Total liabilities and stockholders’ equity	$	176,155,944	$	175,847,712

The accompanying notes are an integral part of these Financial Statements.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Statements of Operations

	Three months Ended March 31, 2009		Three months ended March 31, 2008		For the period August 24, 2006 (inception) to March 31, 2009


Operating and formation costs	$	243,495	$	154,963	$	1,339,793
Financial income		441,023		1,238,458		7,489,106
Net income		197,528		1,083,495		6,149,313

Weighted average shares outstanding (Note 2b)		26,953,125		26,953,125
Basic and diluted loss per share	$	0.007	$	0.04

The accompanying notes are an integral part of these Financial Statements.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Statement of Changes in Stockholders’ Equity

	Common stock				Additional paid-in capital		Warrants		Retained earnings (Accumulated deficit) during the development stage			Stockholders’ equity
	Shares		Amount
Common shares issued at $0.0001 per share		4,687,500	$	469	$	18,281	$	-	$	-		$	18,750
Net Loss		-		-		-		-		(5,000	)		(5,000	)

Balance at December 31, 2006		4,687,500		469		18,281		-		(5,000	)		13,750

Common shares issued at $0.0001 per share (net of issuance expenses of $933,505)		12,937,500		1,294		98,151,452		-		-			98,152,746

Issuance of warrants		-		-		-		3,625,000		-			3,625,000

Reclassification of redeemable shares that are no longer redeemable to permanent equity		703,125		70		2,742		-		-			2,812

Net income		-		-		-		-		2,861,322			2,861,322

Balance at December 31, 2007 (1)		18,328,125		1,833		98,172,475		3,625,000		2,856,322			104,655,630

Net income		-		-		-		-		3,095,463			3,095,463

Balance at December 31, 2008 (1)		18,328,125	$	1,833	$	98,172,475	$	3,625,000	$	5,951,785		$	107,751,093

Net income		-		-		-		-		197,528			197,528

Balance at March 31, 2009 (1)		18,328,125	$	1,833	$	98,172,475	$	3,625,000	$	6,149,313		$	107,948,621

1)	Exclusive of 8,625,000 shares outstanding classified as Redeemable common stock .

The accompanying notes are an integral part of these Financial Statements.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Statement of Cash Flows

	Three months ended March 31, 2009			Three months ended March 31, 2008			For the period August 24, 2006 (inception) to March 31, 2009

Cash flows from operating activities
Net income	$	197,528		$	1,083,495		$	6,149,313
Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Interest receivable from deposits in escrow		(440,995	)		(427,494	)		(3,908,090	)

Changes in operating assets and liabilities:
Increase in deferred offering costs		-			-			(233,013	)
Decrease in Notes and accounts payables – Stockholders		-			-			(74,842	)
Decrease (Increase) in prepaid expenses		(42,300	)		42,300			(42,300	)
Increase (Decrease) in accounts payable		83,704			(27,150	)		399,823

Net cash provided by (used in) operating activities		(202,063	)		671,151			2,290,891

Cash flows used in investment activities

Decrease (Increase) in bank deposit and escrow		200,000			(664,827	)		(172,175,315	)

Net cash provided by (used in) investment activities		200,000			(664,827	)		(172,175,315	)


Cash flows from financing activities
Repayment of notes to payable to shareholders		-			-			(219,000	)
Proceeds from issuance of notes payable to stockholders		-			-			219,000
Proceeds from sale of shares of common stock		-			-			25,000
Proceeds from issuance of shares of common stock, net		-			-			166,264,602
Proceeds from issuance of warrants		-			-			3,625,000

Net cash provided by financing activities		-			-			169,914,662

Net increase (decrease) in cash and cash equivalents		(2,063	)		6,324			30,238

Cash and cash equivalents at the beginning of the period		32,301			41,869			-

Cash and cash equivalents at the end of the period	$	30,238		$	48,193		$	30,238

The accompanying notes are an integral part of these Financial Statements.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 1

- ORGANIZATION AND BUSINESS OPERATIONS

Advanced Technology Acquisition Corp. (the “Company”) was incorporated in Delaware on August 24, 2006 as a blank check company whose objective is to effect a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following its initial business combination.

At March 31, 2009, the Company had not yet commenced any operations. All activities through March 31, 2009 relate to the Company’s formation and the Public Offering (“Offering”) described below. The Company has selected December 31 as its fiscal year-end.

On June 22, 2007 the Company completed the offering. Substantially all net proceeds of this Offering are intended to be generally applied toward consummating a business combination with a technology or technology related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following the Company’s initial business combination (“Business Combination”). The Company’s management has complete discretion in identifying and selecting the target business. There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Offering, 98.27% or $169,518,750 of the proceeds from the Offering were deposited in trust account (“Trust Account”) until the earlier of (i) the completion of a Business Combination and (ii) liquidation of the Company. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages execute agreements with the Company waiving any right in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. 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 initial and continuing general and administrative expenses (including formation expenses). The Company, after signing a definitive agreement for the acquisition of a target business, is required to submit such transaction for stockholder approval. The Company will proceed with the initial business combination only if both a majority of the shares of common stock voted by the public stockholders are voted in favor of the business combination and public stockholders owning less than 40% of the shares sold in this offering exercise their conversion rights described below. 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 founding shares of common stock 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.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 1

- ORGANIZATION AND BUSINESS OPERATIONS (Cont.)

With respect to a Business Combination which is approved and consummated, the Company will offer each of its Public Stockholders the right to have such stockholder’s shares of common stock converted into cash if the stockholder votes against the business combination. 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, less any remaining tax liabilities relating to interest income, divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Public Stockholders who convert their stock into their share of the trust account retain their warrants. The Company will not complete any proposed business combination which our Public Stockholders owning 40% or more of the shares sold in this offering both vote against and exercise their conversion rights.

The Company’s Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 18 months from the date of the consummation of the Offering, or 24 months from the consummation of the Offering if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after the consummation of the Offering and the business combination relating thereto has not yet been consummated within such 18-month period. 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 IPO price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units to be offered in the Offering discussed in Note 3).

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 2

- SIGNIFICANT ACCOUNTING POLICIES

Deferred 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.

Earning per share

Basic and diluted earning per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The 6,250,000 Shares issued to the Company’s initial stockholders were issued for $0.004 per share, which is considerably less than the IPO per share price. Under the provisions of FASB No. 128 and SAB Topic 4:D such shares have been assumed to be retroactively outstanding for the period since inception. 26,953,125 options were not included in diluted earning per share because the necessary conditions for their exercisability have not been met.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Recently issued accounting pronouncements

FSP FAS 107-1 and APB 28-1

In April 2009 the FASB issued FASB staff position 107-1 and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments". This FSP applies to all financial instruments within the scope of Statement 107 held by publicly traded companies, as defined by Opinion 28 and are effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.

FSP FAS 107-1 and APB 28-1 relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet of companies at fair value. Prior to issuing this FSP, fair values for these assets and liabilities were only disclosed once a year. The FSP now requires these disclosures on a quarterly basis, providing qualitative and quantitative information about fair value estimates for all those financial instruments not measured on the balance sheet at fair value. The Company is currently evaluating the additional disclosure requirements of this FSP.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 2

- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Recently issued accounting pronouncements (Cont.)

FSP FAS 115-2 and FAS 124-2

In April 2009 the FASB issued FASB staff position 115-2 and 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments" ("OTTI") for investment in debt securities . This FSP applies to all entities and are effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. Earlier adoption for periods ending before March 15, 2009, is not permitted.

FSP FAS 115-2 only modifies the existing OTTI model for investments in debt securities. Note that in a change from the Exposure Draft, the FSP does not address equity securities; thus, entities with equity securities should continue to follow other OTTI guidance, including SAB Topic 5.M.

Under the FSP, the primary change to the OTTI model for debt securities is the change in focus from an entity’s intent and ability to hold a security until recovery. Instead, an OTTI is triggered if (1) an entity has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery, or (3) it does not expect to recover the entire amortized cost basis of the security. In addition, the FSP changes the presentation of an OTTI in the income statement if the only reason for recognition is a credit loss (i.e., the entity does not expect to recover its entire amortized cost basis). That is, if the entity has the intent to sell the security or it is more likely than not that it will be required to sell the security, the entire impairment (amortized cost basis over fair value) will be recognized in earnings.

However, if the entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security, but the security has suffered a credit loss, the impairment charge will be separated into the credit loss component, which is recorded in earnings, and the remainder of the impairment charge, which is recorded in other comprehensive income (OCI). The Company is currently evaluating the impact that FSP 142-3 will have, if at all, on its consolidated financial statements and disclosures.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 2

- SIGNIFICANT ACCOUNTING POLICIES (Cont.)

Recently issued accounting pronouncements (Cont.)

FSP FAS 157-4

In April 2009 the FASB issued FASB staff position 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly". This FSP applies to all assets and liabilities within the scope of accounting pronouncements that require or permit fair value measurements, except as discussed in paragraphs 2 and 3 of statement 157 . The FSP is Effective for interim and annual reporting periods ending after June 15, 2009, and shall be applied prospectively.

FSP FAS 157-4 relates to determining fair values when there is no active market or where the price inputs being used represent distressed sales. It reaffirms what Statement 157 states is the objective of fair value measurement—to reflect how much an asset would be sold for in an orderly transaction (as opposed to a distressed or forced transaction) at the date of the financial statements under current market conditions. Specifically, it reaffirms the need to use judgment to ascertain if a formerly active market has become inactive and in determining fair values when markets have become inactive .

FSP FAS 157-4 provides guidance on (1) estimating the fair value of an asset or liability (financial and nonfinancial) when the volume and level of activity for the asset or liability have significantly decreased and (2) identifying transactions that are not orderly . What are the considerations related to estimating fair value in the current market? FSP FAS 157-4 indicates that when determining the fair value of an asset or liability that is not a Level 1 fair value measurement, an entity should assess whether the volume and level of activity for the asset or liability have significantly decreased when compared with normal market conditions. If the entity concludes that there has been a significant decrease in the volume and level of activity, a quoted price (e.g., observed transaction) may not be determinative of fair value and may require a significant adjustment. Statement 157 does not prescribe a specific approach for calculating the adjustment and indicates that significant judgment is involved. However, the FSP clarifies that as part of this judgment, an entity may deem it necessary to change the valuation technique (e.g., move from a market approach, such as a quoted price, to an income approach, such as a present value technique) or use multiple valuation techniques (e.g., a combination of market and income approaches) in determining fair value when there has been a significant decline in the volume and level of activity . The Company is currently evaluating the impact that FSP 142-3 will have, if at all, on its consolidated financial statements and disclosures.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 3

- PUBLIC OFFERING

The Offering called for the Company to offer for public sale 18,750,000 Units at a proposed offering price of $8.00 per Unit (plus additional 2,812,500 units solely to cover over-allotments).

Each Unit consisted of one share of the Company’s common stock and one Redeemable Common Stock Purchase Warrants (“Warrants”). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $6.00 commencing the later of the completion of a Business Combination and one year from the effective date of the Offering and expiring four years from the effective date of the Offering. The Company may redeem the Warrants, at a price of $.01 per Warrant upon 30 days’ notice after the Warrants become exercisable, if, and only if, the last sales price of the Company’s common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption. The Company has agreed to pay to the underwriter in the Offering an underwriting discount of 3.25% of the gross proceeds of the Offering and an additional contingent fee of 3.75% of the gross proceeds of the Proposed Offering. Such additional contingent fees are payable after the consummation of the initial business combination. The Company issued additional 3,625,000 warrants to certain of its initial stockholders (“founder warrants”) in the amount of $3,625,000, which took place in a private placement simultaneously with the consummation of this offering.

NOTE 4

- COMMITMENTS AND CONTINGENCIES

The Company presently occupies office space provided by certain of the Initial Stockholders. Such stockholders have agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such stockholders $10,000 per month for such services commencing on the effective date of the Offering.

The initial stockholders will be entitled to make up to two demands that the Company register their shares pursuant to an agreement to be signed in connection with the IPO. The holders of the majority of these shares can elect to exercise these registration rights at any time after the date on which the lock-up period expires. In addition, these stockholders have unlimited piggy-back registration rights on registration statements filed subsequent to such date. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The Company has sold to the underwriter for $100, as additional compensation, an option to purchase up to a total of 1,125,000 units at a price of $8.80 per unit. The units issuable upon exercise of this option are identical to those offered by the Company, except that the warrants underlying such units will expire five years from the date of the offering and will become exercisable on the later of completion of a business combination and 18 months from the date of the offering .

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 4

- COMMITMENTS AND CONTINGENCIES (Cont.)

Effective June 16, 2008 the Company decided to compensate three newly appointed board members with $2,000 per month and $500 per meeting. Such compensation is contingent and payable upon the consummation of an initial business combination, as approved by a majority of the shares of common stock of the Company voted by the Company’s public stockholders. As the business combination has not materialized yet, the provision of $ 40,000 for the compensation of the new board members has not been recorded in the financial statements as of March 31, 2009.

NOTE 5

- REDEEMABLE COMMON STOCK

The balance as at March 31, 2009 represents the amount of shares that may be converted by the shareholders. The amount equals 40% of the proceeds held in the trust.

Following the change in structure of the Offering the Company was granted a right to cancel up to an aggregate of 1,562,500 shares of common stock held by existing stockholders in the event that the collective ownership of such persons or entities exceeds 20.0% following the completion of the offering and the exercise of the over-allotment option by the underwriters. In accordance with the agreement with the underwriters, this right to cancel shares will be only in an amount sufficient to cause the existing stockholders to maintain control over 20.0% of the Company’s outstanding shares after giving effect to the offering and the exercise of the underwriters’ over-allotment option. Upon the consummation of the Offering, 859,375 of the 1,562,500 were cancelled.

NOTE 6

- INVESTMENT HELD IN ESCROW

The Company accounts for its investments in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (“SFAS 115”).

In March 2009, in light of the financial crisis, the Company changed its investment from short term tax exempted municipal bonds to US Treasury bills (The Company did not suffer any expenses due to this transfer).

This investment is classified as available for sale, recorded at fair value, with any unrealized appreciation or depreciation in value recorded in Other Comprehensive Income ("OCI"). Unrealized appreciation for the period was immaterial. Interest received during the period is recognized in earnings. The Company initially, used Lehman Brothers to manage its investment. Following the collapse of Lehman Brothers, in December 2008 the Company transferred the trust amount to Wachovia Securities. The Company incurred no losses in that transfer.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 7

- PREFERRED STOCK

The Company is authorized to issue 1,000,000 shares of blank check preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors.

NOTE 8

- DEFINITE AGREEMENT WITH BIONESS INC.

In December 22, 2008, the Company had entered into a letter of intent (the “LOI”) to complete a business combination by means of a merger ( the “Merger”) with Bioness, Inc., a Delaware corporation (“Bioness”) having significant business operations in Israel. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, the execution of the LOI affords the Company a six-month extension for completion of a business combination, until June 22, 2009.

The LOI provides that, within four business days following the date of its execution: (1) certain principal stockholders of the Company (the “Founders”) must enter into an agreement to cancel an aggregate of 3,625,000 warrants (the “Founder Warrants”) purchased by the Founders in connection with the Company’s initial public offering (the "IPO") and (2) the underwriters of the Company’s IPO must enter into an agreement to cancel the option to purchase up to an aggregate of 1,125,000 units (consisting of the Company Common Stock and warrants to purchase the Company Common Stock) (the “Unit Purchase Option”) that was granted to such underwriters in connection with such IPO. The LOI also provides that, immediately prior the execution of a definitive agreement, the Founders will deliver to the Company for cancellation for no consideration an aggregate of 1,000,000 shares of Company Common Stock.

The LOI provides that, following execution of a definitive agreement, Bioness will commence a tender offer for the purchase of the Company’s outstanding warrants for four cents per warrant. The LOI further provides that, as a condition to the tender offer, 100% of the outstanding warrants will be tendered and not withdrawn. It is a condition to the commencement of the tender offer that, not later than one business day prior to the announcement by Bioness of the tender offer, all Founder Warrants and Unit Purchase Option will be canceled with the consent of the holders thereof. All warrants purchased in the tender offer will be terminated immediately following their purchase. Bioness’ obligation to consummate the Merger is conditioned upon satisfaction of the foregoing conditions to the tender offer. All costs and expenses related to the tender offer will be paid by Bioness.

Subject to certain exceptions, the LOI provides that each of the Company stockholder that (a) purchased shares of the Company Common Stock in the Company’s IPO or subsequently purchased shares of the Company Common Stock on the American Stock Exchange, (b) voted in favor of the Merger, and (c) holds any shares of the Company Common Stock following the closing of the Merger will be granted a non-transferable put option to sell such shares to the Company at a price of $8.20 per share. Such put option will be exercisable during the 30-day period commencing on the second anniversary of the closing of the Merger.

ADVANCED TECHNOLOGY ACQUISITION CORP.

(A Development Stage Corporation)

Notes to Financial Statements

NOTE 8

- DEFINITE AGREEMENT WITH BIONESS INC. (Cont.)

To secure payment to the holders of the put option, all available funds of the Company (minus all transaction costs and expenses), on the date of the closing of the Merger minus a working capital reserve, will be set aside in trust (the “Option Trust”).

The consummation of the business combination is subject to, among other things, negotiation and execution of a definitive agreement, reasonable satisfaction of due diligence inquires and required stockholder approval. There can be no assurances that a business combination will be consummated.

Bioness Inc. is a neuromodulation company marketing non-invasive medical devices and developing minimally-invasive implantable products intended to treat the tens of millions of individuals suffering from disabling conditions caused by various neurological events and conditions (such as stroke and multiple sclerosis), chronic pain and urological syndromes. Bioness’ non-invasive technologies are used for central nervous system disorders and may provide such patients with increased levels of physical independence, productivity and symptom management. Bioness' investigational lines of minimally-invasive implantable devices target the peripheral nervous system. The devices are in various stages of research and design, including clinical trials, and are intended to be smaller, less invasive, less expensive, more site-specific and safer than current implantable devices.

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise stated in this Quarterly Report on Form 10-Q, or this “Quarterly Report”, references to the “Company”, “we,” “us” or “our” refer to Advanced Technology Acquisition Corp. Unless we tell you otherwise, the term “business combination” as used in this Quarterly Report means an acquisition of, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive offices, following our initial business combination. The term “initial stockholders” as used in this Quarterly Report refers to persons that held shares of our common stock immediately prior to the date of our initial public offering. In addition, unless we tell you otherwise, the term “public stockholders” as used in this Quarterly Report refers to the holders of the shares of common stock that were sold as part of the units in the initial public offering, including any of our initial stockholders, directors and officers to the extent that they purchased such shares.

Forward-Looking Statements

This Quarterly Report contains forward-looking statements within the meaning of the federal securities laws. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, the statements regarding: our ability to complete a business combination with one or more target businesses; success in retaining or recruiting, or changes required in, our officers, key employees or directors following a business combination; our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving a business combination; our potential inability to obtain additional financing to complete a business combination; liquidation if no business combination occurs; the addition of an independent director to our board of directors and audit committee; limited pool of prospective target businesses; potential change in control if we acquire one or more target businesses for stock; interest to be earned on the trust account; uses of our working capital; and risks associated with operations in Israel. In evaluating these statements, you should specifically consider various factors, including the risks outlined under Item 1A, “Risk Factors”, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to revise or publicly release the results of any revision to any such forward-looking statement, except as may otherwise be required by law.

The following discussion should be read in conjunction with our financial statements and footnotes thereto contained in this report.

Overview

We were formed on August 24, 2006, for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with a technology or technology-related business that has operations or facilities located in Israel, or that intends to establish operations or facilities in Israel, such as research and development, manufacturing or executive officer, following our initial business combination. We intend to utilize cash derived from the proceeds of our initial public offering, our capital stock, debt, or a combination of cash, capital stock and debt, in effecting a business combination.

We have neither engaged in any operations nor generated any revenues through December 31, 2008. Our entire activity since inception through June 22, 2007 was related to our formation and our initial public offering on June 22, 2007. Since that date, we have been searching for prospective target businesses to acquire.

On June 22, 2007, we closed our initial public offering of 21,562,500 units (including the underwriters’ over-allotment option of 2,812,500 units) with each unit consisting of one share of our common stock and one warrant, each to purchase one share of our common stock at an exercise price of $6.00 per share. The units from the initial public offering (including the underwriters’ over-allotment option) were sold at an offering price of $8.00 per unit. On June 22, 2007, we also closed on private placements of an additional 3,625,000 warrants at $1.00 per warrant to certain of our initial stockholders. Our common stock and warrants started trading separately on July 11, 2007.

We generated gross proceeds of $176,125,000 from the sale of the units in the initial public offering and the private placements. Total expenses from the offering and private placements were approximately $12,695,000, which included underwriting discounts and commissions, non-accountable expense allowance, and other offering-related expenses. Net proceeds, after deducting total expenses were $163,430,000, of which $163,050,000 was deposited into the trust account and the remaining proceeds of $380,000 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 amount deposited into the trust account includes $6,468,750 representing the deferred underwriting discounts and commissions and non-accountable expenses. The amounts deposited into the trust account remain on deposit in the trust account earning interest. Up to $2,000,000 of the interest earned on the trust account was available to be, and since has been, released to us to fund our working capital requirements in connection with our search for a business combination.

We entered into a letter of intent, dated December 19, 2008 (the “LOI”), with Bioness Inc., a Delaware corporation (“Bioness”), that provides for a business combination between Bioness (or an entity controlled by Bioness) and us by means of a merger (the “merger”), with us as the surviving entity. Upon the consummation of the merger, we will change our name to “Bioness Inc.” The proposed merger and the LOI are further described in our Annual Report on Form 10-K, filed on March 31, 2009.

Critical Accounting Policies

Deferred income taxes are provided for temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts for tax purposes. Valuation allowances are provided against the deferred tax asset amounts when the realization is uncertain.

The proceeds of the initial public offering that are in our trust account are used to purchase U.S. Treasury Bills and money market investments and held until the investments reach maturity. The investments are recorded at market value which approximates their carrying amount and includes accrued interest.

We must seek stockholder approval to effect any business combination. We will proceed with a business combination only 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 owning less than 40% of the shares sold in the initial public offering exercise their conversion rights and vote against the business combination. Public stockholders voting against the combination may demand that we convert his or her shares at an initial conversion price of $7.88 per share plus interest earned thereon in the trust account, net of taxes payable and $2,000,000 of interest income that has been released from the trust account to fund our working capital. Accordingly, we have classified the contingent shares at $7.86 and related deferred interest outside of permanent equity and liabilities in the mezzanine area on the balance sheet.

Results of Operations for the Three Months Ended March 31, 2009

We reported net income of $197,528 for the three months ended March 31, 2009, consisting of $441,023 of interest income, offset by $243,495 of operating expenses.

Our trust account earned interest of $440,996 for the three months ended March 31, 2009, and its funds outside the trust account earned interest of $428. Until we enter into a business combination, we will not generate operating revenues.

For the three months ended March 31, 2009, we incurred expenses of $66,865 for consulting and professional fees, $46,935 for insurance expense, $30,000 for rental expense pursuant to our lease of office space and other operating costs of $99,695.

The consulting and professional fees of $66,865 for the three months ended March 31, 2009 relate primarily to legal fees of approximately $61,865, and auditing, tax and accounting fees of approximately $5,000.

The insurance expense of $46,935 for the three months ended March 31, 2009 relates to the amortization of the prepaid directors and officers insurance policy which was acquired January 8, 2009.

The other operating costs of $99,695 for the three months ended March 31, 2009 relate primarily to travel expenses of approximately $21,202, franchise tax expenses of approximately $47,511, NYSE Amex annual fees of approximately $27,500 and other miscellaneous costs of approximately $3,482.

Results of Operations for the Three Months Ended March 31, 2008

We reported net income of $1,083,495 for the three months ended March 31, 2008, consisting of $1,238,458 of interest income, offset by $154,963 of operating expenses.

Our trust account earned interest of $1,234,654 for the three months ended March 31, 2008, and its funds outside the trust account earned interest of $4,333. Until we enter into a business combination, we will not generate operating revenues.

For the three months ended March 31, 2008, we incurred expenses of $21,123 for consulting and professional fees, $42,300 for insurance expense, $30,000 for rental expense pursuant to our lease of office space and other operating costs of $61,540.

The consulting and professional fees of $21,123 for the three months ended March 31, 2008 relate primarily to legal fees of approximately $14,433, and auditing, tax and accounting fees of approximately $6,690.

The insurance expense of $42,300 for the three months ended March 31, 2008 relates to the amortization of the prepaid directors and officers insurance policy which was acquired in September 2007.

Results of Operations for Three Months Ended March 31, 2007

Our entire activity for the three months ended March 31, 2007 was limited to our formation and preparing for our initial public offering that took place on June 22, 2007.

The other operating costs of $61,540 for the three months ended March 31, 2008 relate primarily to travel expenses of approximately $21,996, NYSE Amex annual fee of $32,500, and other miscellaneous costs of approximately $7,044.

Liquidity and Capital Resources

We have neither engaged in any operations nor generated any revenues through March 31, 2009. Our entire activity since inception through June 22, 2007 was related to our formation and our initial public offering on June 22, 2007. Since that date, we have been searching for prospective target businesses to acquire.

In connection with our initial public offering, we issued an option, for $100 in the aggregate, to I-Bankers Securities, Inc. and CRT Capital Group LLC, underwriters in the offering, to purchase up to 1,125,000 units in the aggregate, consisting of one share of common stock and one warrant, at $8.80 per unit, commencing on the later of the consummation of the business combination and June 18, 2008 and expiring June 18, 2012. The warrants underlying the units will have terms that are identical to those issued in the offering, except that the warrants underlying such units will expire on June 18, 2012. The purchase option, the 1,125,000 units, the 1,125,000 shares of common stock and the 1,125,000 warrants underlying the units, and the 1,125,000 shares of common stock underlying the warrants, have been deemed compensation by the NASD and were therefore subject to a 180-day lock-up under Rule 2710(g)(1) of the NASD Conduct Rules. Additionally, such securities may not be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person, until December 18, 2008, 18 months following June 18, 2007, the date our registration statement was declared effective, except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners.

Although the purchase option and its underlying securities have been registered under the registration statement, the holder of the purchase option will be entitled to one demand and unlimited piggy-back registration rights for a period of five and seven years, respectively, following the completion of the offering.

We will use substantially all of the net proceeds of the initial public offering and private placements to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. The proceeds held in the trust account will not be released until the earlier of the completion of a business combination or our dissolution. Upon consummation of our initial business combination, the proceeds held in the trust account will be used to pay the underwriters a deferred fee equal to 3.75% of the gross proceeds of the offering, or $6,468,750, less $0.30 for each share of common stock converted to cash in connection with our initial business combination.

We anticipated that prior to the consummation of a business combination, the $380,000 of proceeds initially held outside of the trust account, as well as one half of the interest earned on the trust account, net of taxes payable on such interest, up to a maximum of $2.0 million, would have been sufficient to cover our operating expenses through June 18, 2009 and to cover the expenses incurred in connection with a business combination. $2,000,000 of the interest earned on the trust account has been released to us to fund our working capital requirements in connection with our search for a business combination. The LOI provides for up to $1 million of our fees and expenses incurred in connection with the proposed business combination to be paid by Bioness.

Assuming that a business combination is not consummated during that time, we anticipate making the following expenditures during this time period:

approximately $1,380,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of a business combination, including without limitation third party fees for assisting us in performing due diligence investigations of perspective target businesses;

approximately $300,000 of expenses in legal and accounting fees relating to our SEC reporting obligations;

approximately $240,000 of expenses in fees relating to our office space and certain general and administrative services;

approximately $460,000 for general working capital that will be used for miscellaneous expenses, including reimbursement of any out-of-pocket expenses incurred by our existing stockholders, directors and officers in connection with activities on our behalf, of which approximately $400,000 is for director and officer liability and other insurance premiums; and

if we must dissolve and liquidate, $50,000 to $75,000 for dissolution and liquidation costs.

We do not believe we will need additional financing in order to meet the expenditures required for operating our business. However, we may need to obtain additional financing to the extent such financing is required to consummate a business combination, in which case we may issue additional securities or incur debt in connection with such business combination, although we have not entered into any such arrangement and have no current intention of doing so.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

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

ITEM 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and chief financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) under the Exchange Act, as of the end of the period covered by this report. Our chief executive officer and chief financial officer have concluded that all material information required to be disclosed by us in this Quarterly Report was recorded, processed, summarized, reported and properly disclosed in the time periods specified in the rules and regulations of the SEC, and that such information was accumulated and communicated to our management (including our chief executive officer and chief financial officer) to allow timely decisions regarding required disclosure. Based on their evaluation, our chief executive officer and chief financial officer have concluded that, as of March 31, 2009, we are in compliance with Rule 13-15(e) of the Exchange Act.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal controls over financial reporting during the three months ended March 31, 2009 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

Legal Proceedings .

Not applicable.

Item 1A.

Risk Factors

The risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 have not materially changed as of March 31, 2009.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Use of Proceeds

We registered the initial public offering of our units, common stock and warrants on a Registration Statement on Form S-1 (Registration No. 333-137863), that was declared effective on June 18, 2007. On June 22, 2007 we closed the initial public offering of our units by selling 21,562,500 units (including the underwriters’ over-allotment option of 2,812,500 units) at $8.00 per unit. On June 22, 2007, immediately prior to the closing of the initial public offering, we also closed on private placements of an additional 3,625,000 warrants to purchase common stock at a price of $1.00 per warrant to certain of our initial stockholders. Gross proceeds from the offering and private placements were $176,125,000. Total expenses from the offering and private placements were approximately $12,695,000, which included underwriting discounts and commissions and non-accountable expense allowance and other offering-related expenses. Net proceeds, after deducting total expenses were $163,430,000, of which $163,050,000 was deposited into the trust account and the remaining proceeds of $380,000 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 amount deposited into the trust account includes $6,468,750 representing the deferred underwriting discounts and commissions. The amounts deposited into the trust account remain on deposit in the trust account earning interest. Up to $2,000,000 of the interest earned on the trust account was available to be, and since has been, released to us to fund our working capital requirements in connection with our search for a business combination. The managing underwriter of the public offering was CRT Capital Group LLC.

ITEM 3.

Defaults Upon Senior Securities.

Not applicable.

ITEM 4.

Submission of Matters to a Vote of Security Holders.

Not applicable.

ITEM 5.

Other Information.

Not applicable.

ITEM 6.

Exhibits.

Exhibits

Exhibit No.		Description of Exhibit

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

32.1		Section 1350 Certification

32.2		Section 1350 Certification

SIGNATURES

Pursuant to requirements 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.