SecProbe.io

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MAIL STOP 3561

      July 6, 2005

Mr. William C. Morro
InterAmerican Acquisition Group Inc.
2918 Fifth Avenue South, Suite 209
San Diego, California  92103

Re:	InterAmerican Acquisition Group Inc.
		Registration Statement on Form S-1
      Filed June 6, 2005
		File No. 333-125558

Dear Mr. Morro:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.
2. Prior to effectiveness of this registration statement, please
confirm supplementally that you have resolved any outstanding
state
regulatory agency comments and that you have received clearance
from
all states where you have applied to have the units registered for
sale.
3. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney for any of
the
above have been involved; the Securities Act Form the companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the amount
escrowed to date and whether the blank checks have engaged in the
desired business combination outlined in the prospectus.  To
assist
the staff in this regard, please present the information in a
tabular
format.
4. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  We may have further comment.

Prospectus Summary
5. We note that you may seek a target with a fair market value in
excess of 80% of your net assets and that to do so, you may raise
additional funds through a private offering of debt or equity but
that you have not entered into any such arrangements and have no
current intention of doing so.  Please expand this disclosure to
include not just debt or equity, but any and all other methods of
financing.

Risk Factors, page 8
6. Please update risk factor four.
7. Reference is made to risk factor eight.  Please identify those
persons that may remain with the merged entity and in what
capacities.  Please provide detailed disclosure in the business
section regarding this matter.  State how this will be determined
and
whether this will be a term of the business combination agreement.
We may have further comment.
8. We note that the directors have agreed to purchase warrants in
the
open market following the offering.  Clarify whether they are
obligated to purchase any specific amount of warrants following
the
offering.  Indicate, later in the prospectus, the specific
information that they will look at in determining to purchase
warrants in the open market following the offering.
9. Given your intention of possibly acquiring a target in Latin
America, please include a risk factor discussing the difficulties
of
obtaining and enforcing civil liabilities against foreign persons.
See Item 101(g) of Regulation S-K.

Use of Proceeds, page 20
10. We note that you have allocated $250,000 towards due diligence
of
prospective target companies.  Considering that current management
will not devote a set amount of time to your endeavors, please
revise
to discuss how due diligence will be performed and who will
perform
it.
Proposed Business, page 27
11. Elaborate here, in the Summary and elsewhere as appropriate,
on
your discussion of the desired attributes as to acquisition
candidates to specifically discuss the attributes and criteria, if
those attributes and criteria have been established, to be focused
upon by the company as well as the rationale and logic behind the
attributes and criteria selected (e.g., desired and/or required
ranges of annual revenues, EBITDA, net income, etc.).
12. In the paragraph "Sources of target businesses," we note the
disclosure that unaffiliated sources will inform you of potential
target businesses and that such information will be either
"solicited
or unsolicited."  Please revise to discuss how you will solicit
proposals and how unsolicited parties would become aware of your
search.  Also, please revise to clarify if any unaffiliated
parities
providing proposals will receive a fee and how that fee would be
determined.
13. In the paragraph under the heading "Sources of target
businesses," we note the disclosure that the company will not pay
any
finders or consulting fees to the officers, directors or existing
stockholders.  Please expand this disclosure, if accurate, to
affirmatively confirm that the officers, directors and existing
stockholders will receive no finders fees, consulting fees, or any
similar type fees from any person or entity in connection with any
business combination involving the company or an affiliate
thereof.
Discuss whether these individuals or their affiliates may receive
fees, such as consulting fees or other compensation, after the
business combination.  Consider adding a risk factor.
14. In the paragraph under the heading "Sources of target
businesses," we note the disclosure that you may engage the
services
of professional firms that specialize in business acquisitions.
Please discuss whether finders` fees or other compensation may be
paid from the proceeds not held in trust.  If so, please revise
the
use of proceeds section accordingly.
15. Under the heading "Selection of a target business and
structuring
a business combination," please address any known or contemplated
tax
consequences to the company or investors in this offering should
you
consummate a business combination.
Management, page 37
16. Please include a business description for Advizex
Technologies,
Wellington Cordage and Strategies International.
17. Disclose the business activities of Dr. Sinkin from 2000 to
the
present.
Principal Stockholders, page 41
18. We note the statement that the individuals named on page 42
"may
be deemed to be our parent and promoter."  Please clearly indicate
that these individuals are your promoters, if true, and name all
promoters.
Description of Securities, page 44
19. In the disclosure under the heading "Shares Eligible for
Future
Sale," briefly discuss the "certain limited exceptions" pursuant
to
which the existing stockholder shares will be released from escrow
prior to the three-year period provided for in the agreement.
Underwriting, page 48
20. We note your disclosure that underwriters may make bids or
purchases in order to stabilize the market price, so long as the
bids
do not exceed a "specific maximum."  Please revise to quantify
that
maximum.
21. We note your statement that the underwriters may make bids or
purchases for the purpose of pegging, fixing or maintaining the
price
of our securities.  Supplementally, advise us how these
transactions
comply with Regulation M.  We may have further comment.
22. Section 6.2 of the underwriting agreement appears to allow
less
than all of the shares to be offered in the event of a default by
an
underwriter of more than 10%.  The agreement gives the right, but
not
the obligation, to terminate the agreement. Please explain how the
proposed offering may still be considered a firm commitment in
light
of the language in the underwriting agreement. Please revise the
agreement or the prospectus.
Financial Statements
Note 2 - Proposed Public Offering, page F-8
23. Please expand the discussion of the underwriters` purchase
option
to disclose the significant terms, including the life of the
option
and the net exercise feature contained in the option.  In
addition,
please tell us how you intend to account for the underwriter`s
purchase option in your financial statements and explain your
basis
for the proposed treatment.  As the fair value of the UPO appears
to
be material to your financial statements, please disclose its
estimated fair value and the major assumptions used to value the
UPO.
A volatility assumption should be used that is reflective of your
proposed industry, in accordance with the principle outlined in
paragraph 23 of FAS 123R, and the use of a minimum value method
would
not be appropriate.  As applicable, expand MD&A to discuss the
transaction and the likely future effect on your financial
condition
and results of operations.
Exhibit 23.1
24. Please include an updated consent of the independent
accountant
with any amendment to the registration statement.
Closing Statements

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Don Wiland at (202) 551-3392 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 551-3389 with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	Christopher S. Auguste, Esq.
	Fax: (212) 715-9100

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Mr. William C. Morro
InterAmerican Acquisition Group Inc.
July 6, 2005
P. 1

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