Aleritas Capital 10QSB 2006 Q2 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

Commission File Number 000-51423

Oakmont Acquisition Corp.

(Exact Name of Small Business Issuer as Specified in Its Charter)

Delaware

20-2679740

(State or other Jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

33 Bloomfield Hills Pkwy, Suite 240

Bloomfield Hills, MI 48304

(Address of Principal Executive Office)

(248)594-0693

(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 ¨

As of August 14, 2006, 10,575,166 shares of common stock, par value $.0001 per share, were issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes ¨ No x

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


		Page No.
	Index
Part I:	Financial Information

	Item 1-Financial Statements

	Condensed Balance Sheet	3
	Condensed Statement of Operations	4
	Condensed Statement of Cash Flows	5
	Statement of Stockholders’ Equity	6
	Notes to Condensed Financial Statements	7

	Item 2-Management’s Discussion and Analysis or Plan of Operation	10

	Item 3-Controls and Procedures	12

Part II.	Other Information

	Item 2-Unregistered Sales of Equity Securities and Use of Proceeds	12

	Item 6-Exhibits and Reports on Form 8-K	12

Signatures		13
Exhibit Index		14

PART 1. CONDENSED FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

CONDENSED BALANCE SHEETS

(Unaudited)


	June 30, 2006 (Unaudited)		December 31, 2005 (Audited)
ASSETS
Current assets:
Cash	$	450,934	$	894,856
Cash held in trust fund (Note 2)		48,104,519		47,081,111
Prepaid expenses		32,291		25,959

Total current assets	$	48,587,744	$	48,001,926

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	43,216	$	12,199
Accrued federal taxes		118,565		148,402
Accrued franchise taxes		9,107		29,139
Deferred trust income		350,843		146,264

Total current liabilities		521,731		336,004

Common stock, subject to possible conversion, 1,714,176 shares at conversion value (Note 2)		9,265,250		9,265,250

Stockholders’ Equity:
Preferred stock, $.0001 par value
Authorized 1,000,000 shares; none issued		—		—
Common stock, $.0001 par value
Authorized 35,000,000 shares
Issued and outstanding 10,575,166 shares which includes 1,714,176 subject to possible conversion		1,058		1,058
Additional paid-in-capital		38,119,599		38,119,599
Accumulated earnings during development stage		680,106		280,015

Total stockholders’ equity		38,800,763		38,400,672

Total liabilities and stockholders’ equity	$	48,587,744	$	48,001,926

See notes to condensed financial statements

CONDENSED STATEMENT OF OPERATIONS

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

CONDENSED STATEMENT OF OPERATIONS

(Unaudited)


	Cumulative from April 15, 2005 (inception) to June 30, 2006		For the Three Months Ended June 30, 2006		Period from April 15, 2005 (inception) to June 30, 2005			For the Six Months Ended June 30, 2006		For the period from April 15, 2005 (inception) to June 30, 2005
Income:
Interest Income	$	1,404,250	$	436,965	$	—		$	818,829	$	—

Expenses:
Professional Fees		141,883		48,939					104,463
Franchise and capital taxes		49,927		9,107					20,787
Business meals, travel, entertainment		9,452							7,870
Rent and office		87,843		22,500					45,746
Insurance		40,000		10,000					20,000
Other formation and operating costs		36,475		6,998		879			9,709		879

Total Expenses		365,580		97,544		879			208,575		879

Income before taxes		1,038,670		339,421		(879	)		610,254		(879	)

Provision for income taxes		358,565		118,081		—			210,163		—

Net income	$	680,105	$	221,340	$	(879	)	$	400,091	$	(879	)

Earnings per share - basic and diluted	$	0.07	$	0.02	$	(0.00	)	$	0.04	$	(0.00	)

Weighted average shares outstanding - basic and diluted		9,073,883		10,575,166		2,000,000			10,575,166		2,000,000

Some of the expenses for the period April 15, 2005 (inception) to June 30, 2006, have been reclassified to correspond with current account groupings.

See notes to condensed financial statements

CONDENSED STATEMENT OF CASHFLOWS

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

CONDENSED STATEMENT OF CASHFLOWS

(Unaudited)


	Cumulative from April 15, 2005 (inception) to June 30, 2006			For the Three Months Ended June 30, 2006			Period from April 15, 2005 (inception) to June 30, 2005			For the Six Months Ended June 30, 2006			For the period from April 15, 2005 (inception) to June 30, 2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	680,105		$	221,340		$	(879	)	$	400,091		$	(879	)

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Accrued interest on treasury bills held in Trust		(1,755,093	)		(546,138	)		—			(1,023,408	)		—
Increases (Decreases) in capital taxes payable		9,107			(2,549	)		—			(20,032	)		—
Increase (Decrease) in income taxes payable		118,565			118,081			—			(29,837	)		—
Increase in deferred interest		350,843			109,173			—			204,579			—
Increase (Decrease) in prepaid expenses		(32,290	)		(19,082	)		—			(6,332	)		—
Increase in accounts payable and accrued expenses		43,217			(8,936	)		879			31,017			879

Net cash used by operating activities		(585,546	)		(128,111	)		—			(443,922	)		—

CASH FLOWS FROM INVESTING ACTIVITIES
Cash deposited in Trust Fund		(46,349,426	)		—

		(46,349,426	)		—			—			—			—
CASH FLOWS FROM FINANCING ACTIVITIES
Gross proceeds from public offering		51,450,995
Proceeds from notes payable, stockholders		75,000						75,000						75,000
Repayment of notes payable, stockholders		(75,000	)
Proceeds from sale of shares of common stock		25,000						25,000						25,000
Proceeds from issuance of option		100
Costs of the public offering		(4,090,189	)					(66,612	)					(66,612	)

Net cash provided by financing activities		47,385,906			—			33,388			—			33,388

Net increase (decrease) in cash	$	450,934		$	(128,111	)	$	33,388		$	(443,922	)	$	33,388

Cash at beginning of period		—			579,045			—			894,856			—

Cash at end of period	$	450,934		$	450,934		$	33,388		$	450,934		$	33,388

Supplemental schedule of non-cash financing activities:
Accrual of costs of the public offering							$	140,544

See notes to condensed financial statements

STATEMENT OF STOCKHOLDERS ‘ EQUITY

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

STATEMENT OF STOCKHOLDERS’ EQUITY

(Unaudited)


	Common Stock			Additional Paid-in- Capital			Earnings accumulated during the development stage		Total
	Shares	Amount		Additional Paid-in- Capital			Earnings accumulated during the development stage		Total
Sale of 2,000,000 shares of common stock to initial stockholders on April 15, 2005 at $0.125 per share	2,000,000	$	200	$	24,800				$	25,000

Sale of 8,000,000 units, net of underwriters’ discount and offering expenses (includes 1,599,200 shares subject to possible conversion) on July 18, 2005	8,000,000		800		44,171,458					44,172,258
										—
Proceeds subject to possible conversion of 1,599,200 shares					(8,623,686	)				(8,623,686	)
										—
Proceeds from issuance of option					100					100
										—
Sale of 575,166 units, net of underwriters’ discount and offering expenses (includes 114,976 shares subject to possible conversion) on July 26, 2005	575,166		58		3,188,491					3,188,549

Proceeds subject to possible conversion of 114,976 shares					(641,564	)				(641,564	)

Retained Earnings								458,766		458,766

Balance, March 31, 2006	10,575,166		1,058		38,119,599			458,766		38,579,423

Net income for the period								221,340		221,340

Balance, June 30, 2006	10,575,166	$	1,058	$	38,119,599		$	680,106	$	38,800,763

See notes to condensed financial statements

OAKMONT ACQUISITION CORP.

(A Corporation in the Development Stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The condensed financial statements at June 30, 2006 and for the three months ended June 30, 2006 and for the six months ended June 30, 2006 are unaudited and include the accounts of Oakmont Acquisition Corporation (a corporation in the development stage) (“the Company”).

In the opinion of management, all adjustments (consisting of normal accruals) have been made that are necessary to present fairly the financial position of the Company as of June 30, 2006 and the results of its operations and its cash flows for the three months ended June 30, 2006 and for the six months ended June 30, 2006. The Company commenced operations effective April 15, 2005. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full year. The financial information presented should be read in conjunction with the audited financial statements and related notes as of December 31, 2005 and for the period from inception, April 15, 2005, to December 31, 2005, in the Company’s annual report on Form 10-KSB for the year then ended.

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

2. ORGANIZATION, BUSINESS OPERATIONS, AND SUBSEQUENT EVENTS

Oakmont Acquisition Corp. (the “Company”) was incorporated in Delaware on April 15, 2005 as a blank check company whose objective is to acquire an operating business.

The financial information in this report has not been audited, but in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary to present fairly such information have been included.

All activity from April 15, 2005 (inception) through June 30, 2006 relates to the Company’s formation and initial public offering is described below. The Company has selected December 31 as its fiscal year-end. These statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations.

The registration statement for the Company’s initial public offering (“Offering”) for 8,000,000 Units (“Units”) was declared effective July 12, 2005. The Company consummated the Offering on July 18, 2005 and, on July 26, 2005, the underwriter exercised its over-allotment option for 575,166 Units, with the Company receiving aggregate net proceeds of approximately $47,361,000 (See Note 3). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the 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 $46,349,426 of the net proceeds is being held in an interest-bearing trust account (“Trust Account”) until the earlier of (i) the consummation of a Business Combination or (ii) liquidation of the Company. Under the agreement governing the Trust Account, funds will only be invested in United States government securities. This amount has been invested in Treasury Bills. The Treasury Bills have been accounted for as trading securities which are recorded at their market value of $48,104,519 at June 30, 2006. The placing of funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, prospective target businesses or other entities it engages, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements. Two of the Company’s officers have severally agreed that they will be personally liable 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 or contracted for or products sold to the Company. However, there can be no assurance that these officers will be able to satisfy those obligations. The remaining net proceeds (not held in the Trust Account) may be used for tax payments and business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

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 20% 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 2,000,000 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.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who voted against the Business Combination may demand that the Company convert his or her shares. 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 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business 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 (19.99% of the amount originally held in the Trust Fund) has been classified as common stock subject to possible redemption in the accompanying balance sheet and 19.99% of the related interest earned on the Treasury Bills has been recorded as deferred interest.

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 certain extension criteria have been satisfied. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units issued in the Offering as discussed in Note 3).

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

3. INITIAL PUBLIC OFFERING

In connection with the Offering and the underwriter’s exercise of its over-allotment option, the Company sold 8,575,166 Units in July 2005. Each Unit consists of one share of the Company’s common stock, $.0001 par value, and two 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 $5.00 commencing the later of the completion of a Business Combination or one year from the effective date of the Offering and expiring four years from the effective date of the Offering. The Warrants will be redeemable 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 $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which notice of redemption is given. In connection with the Offering and the underwriter’s exercise of its over-allotment option, the Company paid the underwriters an underwriting discount of 7% of the related gross proceeds.

In connection with the Offering, the Company also issued an option to the underwriters, for $100, to purchase up to a total of 720,000 Units. The Units issuable upon exercise of this option are identical to those offered by the prospectus, except that each of the Warrants underlying this option entitles the holder to purchase one share of our common stock at a price of $5.70. This option is exercisable at $7.50 per unit commencing on the later of the consummation of a business combination and one year from the date of the offering and expiring five years from the date of the offering. In lieu of exercise, the option may be converted into units (i.e., a “cashless exercise”) to the extent that the market value of the units at the time of conversion exceeds the exercise price of the option. The option may only be exercised or converted by the option holder.

The sale of the option was accounted for as an equity transaction. Accordingly, there was no net impact on the Company’s financial position or results of operations, except for the recording of the $100 proceeds from the sale. The Company has determined, based upon a Black-Scholes model that the fair value of the option on the date of sale was approximately $513,410, using an expected life of four years, volatility of 18.5% and a risk-free interest rate of 3.85%.

4. COMMITMENTS AND RELATED PARTY TRANSACTIONS

The Company utilizes certain limited administrative, technology and secretarial services, as well as certain limited office space provided by an affiliate of four Initial Stockholders. Such affiliate has agreed that, until the acquisition of a target business by the Company, it will make such services available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on the effective date of the Offering. The statement of operations for the three (3) month period ended June 30, 2006 includes $22,500 of expense related to this agreement. In addition, this affiliate processes the payroll for an individual hired to conduct legal and financial due diligence on prospective target businesses. During the period, the Company reimbursed the affiliate $17,974 for payroll and payroll related expenses paid on its behalf.

Pursuant to letter agreements dated April 15, 2005 with the Company and the Representative, the Initial Stockholders have waived their right to receive distributions with respect to their founding shares upon the Company’s liquidation.

The Company’s Chief Executive Officer, Robert J. Skandalaris, and its President, Michael C. Azar, have agreed with the underwriters that within the first forty trading days after separate trading of the Warrants has commenced, they or certain of their affiliates or designees will collectively purchase up to 1,600,000 Warrants in the public marketplace at prices not to exceed $0.70 per Warrant. They have further agreed that any warrants purchased by them or their affiliates or designees will not be sold or transferred until after the Company has completed a business combination. The Warrants may trade separately on the 90^th day after the offering unless the underwriters determine that an earlier date is acceptable. During October 2005, Mr. Skandalaris and Mr. Azar satisfied their commitment to purchase up to 1,600,000 Warrants in the public marketplace.

Pursuant to an agreement, the Initial Stockholders are entitled to registration rights with respect to their founding shares. The holders of the majority of these shares are entitled to make up to two demands that the Company register these shares at any time after the date on which these shares of common stock are released from escrow. In addition, the Initial Stockholders have certain “piggy-back” registration rights on registration statements filed subsequent to the third anniversary of the effective date of the Offering.

The Company has paid the fees and issued the securities to the underwriters in the Offering as described in Note 3 above.

Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share reflects the additional dilution for all potentially dilutive securities such as stock warrants and options. The effect of the 17,150,332 outstanding warrants, issued in connection with the Offering described in Note 3 has not been considered in diluted earnings per share since the warrants are contingently exercisable. The effect of the 720,000 Units included in the underwriter’s purchase option, as described in Note 3, along with the warrants underlying such units, has not been considered in the diluted earnings per share calculation since the market price of the option was less than the exercise price during the period.

The Company maintains its cash balances in a bank with balances insured by the FDIC up to $100,000. At June 30, 2006, the Company’s balance in its checking account exceeded the FDIC insurable limit.

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 amounts expected to be realized. For income tax purposes, the Company records income and expenses on a cash basis.

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. In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004) (“SFAS 123(R)”), “Share Based Payment”. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The Company was required to adopt SFAS 123(R) effective January 1, 2006. The Company does not believe that the adoption of SFAS No. 123(R) will have a significant impact on its financial condition or results of operations.

5. PROPOSED ACQUISITION

On July 28, 2006, the Company entered into a definitive Agreement with One Source Equipment Rentals, LLC, One Source Equipment Rentals of Lafayette, LLC, One Source Equipment Rentals of Dayton, LLC, One Source Equipment Rentals of Morton, LLC, One Source Equipment Rentals of Decatur, LLC, One Source Equipment Rentals of Granite City, LLC, and One Source Equipment Rentals, LLC, Members, providing for the purchase by the Company from One Source of substantially all of the operating assets of One Source for total consideration of approximately $38m, consisting of $16.0m in cash, with an option to convert this before closing into shares of common stock of Oakmont Acquisition Corporation and a subordinated note in the amount of $1.2m, subject to adjustment based on certain conditions. Oakmont will also assume approximately $22m of indebtedness of One Source. The acquisition is subject to the approval of the Company’s shareholders and certain other conditions, including that the acquisition cannot proceed if holders of 20% or more of the Company’s common stock vote against the acquisition and demand that their shares of common stock of the Company be converted to cash.

For a more complete discussion of our proposed business combination, see our Current Report on Form 8-K, dated August 1, 2006 and filed with the Securities and Exchange Commission on August 1, 2006.

Item 2. Management’s Discussion and Analysis or Plan of Operation

The following discussion should be read in conjunction with the financial statements and footnotes thereto incorporated by reference in this report.

Forward Looking Statements

Certain statements contained in this interim report that are not historical facts, including, but not limited to, statements that can be identified by the use of forward-looking terminology such as “may,” “expect,” “anticipate,” “predict,” “believe,” “plan,” “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve a number of risks and uncertainties. The actual results of the future events described in such forward-looking statements in this interim report could differ materially from those stated in such forward-looking statements due to various factors, including but not limited to, our being a development stage company with no operating history, our dependence on key personnel some of whom may join us following a business combination, our personnel allocating their time to other businesses and potentially having conflicts of interest with our business, our potentially being unable to obtain additional financing to complete a business combination, the ownership of our securities being concentrated and those other risks and uncertainties detailed in the Company’s filings with the Securities and Exchange Commission, including our Registration Statement on Form S-1 that was declared effective July 12, 2005 and the definitive Prospectus thereunder.

Plan of Operation

We were formed on April 15, 2005, to serve 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 this offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination. Our activities to date have been comprised solely of organizational activities, preparing for and consummating the Offering, and efforts associated with identifying a target for a business combination.

On July 18, 2005 we consummated our initial public offering of 8,000,000 Units, with each Unit consisting of one share of our common stock and two warrants. On July 26, 2005, we consummated the closing of an additional 575,166 Units that were subject to the over-allotment option. Gross proceeds from our initial public offering were approximately $51,451,000. We paid a total of $3,601,570 in underwriting discounts and commissions, and approximately $490,000 was or will be paid 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 approximately $47,361,000, of which $46,349,426 was deposited into the trust account (or $5.40 per share sold in the offering). 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. We intend to use substantially all of the net proceeds of this 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 July 18, 2007, assuming that a business combination is not consummated during that time. From July 18, 2005 through July 18, 2007, we anticipate approximately $350,000 of expenses for legal, accounting and other expenses attendant to the due diligence investigations, structuring and negotiating of a business combination, $250,000 for expenses for the due diligence and investigation of a target business, $180,000 for the administrative fee payable to Quantum Value Management, LLC ($7,500 per month for two years), $40,000 of expenses in legal and accounting fees relating to our SEC reporting obligations and $190,000 for general working capital that will be used for tax payments, miscellaneous expenses and reserves, including approximately $80,000 (through July 6, 2007) for director and officer liability insurance premiums. We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, we may need to raise additional funds through a private offering of debt or equity securities if such funds are required to consummate a business combination that is presented to us. We would only consummate such a financing simultaneously with the consummation of a business combination. As at June 30, 2006, we had cash of approximately $450,934.

Commencing on July 12, 2005 and ending upon the acquisition of a target business, we began incurring a fee from Quantum Value Management, LLC, an affiliate of Messrs. Skandalaris and Azar, and David Langevin, of $7,500 per month for providing us with certain administrative, technology and secretarial services, as well as the use of certain limited office space in Bloomfield Hills, MI. In addition, in April 2005, Messrs. Skandalaris and Azar advanced an aggregate of $75,000 to us for payment on our behalf of offering expenses. These loans were repaid following our initial public offering from the proceeds of the offering.

Net income of $221,340 reported for the quarter ended June 30, 2006 consists primarily of $48,939 for professional fees, $9,107 for franchise and capital taxes, $22,500 for rent and office expenses, $10,000 for director and officer liability insurance expenses, $6,998 for formation and operating costs, and $118,081 for federal income taxes. Interest on the trust fund investment was $436,965, excluding $109,173 of deferred interest.

Net income of $400,091 reported for the six (6) month period to June 30, 2006 consists primarily of $104,463 for professional fees, $20,787 for franchise and capital taxes, $7,870 for business meals, travel and entertainment expenses, $45,746 for rent and office expenses, $20,000 for director and officer liability insurance expenses, $9,709 for formation and operating costs, and $210,163 for federal income taxes. Interest on the trust fund investment was $818,829, excluding $204,579 of deferred interest.

Net income of $680,105 reported for the period since inception to June 30, 2006 consists primarily of $141,883 for professional fees, $49,927 for franchise and capital taxes, $9,452 for business meals, travel and entertainment expenses, $87,843 for rent and office expenses, $40,000 for director and officer liability insurance expenses, $36,475 for formation and operating costs, and $358,565 for federal income taxes. Interest on the trust fund investment was $1,404,250, excluding $350,843 of deferred interest.

Recent Developments:

For a more complete discussion of our proposed business combination, see our Current Report on Form 8-K, dated August 1, 2006 and filed with the Securities and Exchange Commission on August 1, 2006.

Item 3. Controls and Procedures

An evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report was made under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer. Based on this evaluation, our chief executive officer and chief financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective such that the information relating to the Company, including consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. During the most recently completed fiscal quarter, there has been no significant change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

On July 18, 2005, we consummated our initial public offering of 8,000,000 Units, with each unit consisting of one share of our common stock and two warrants, each to purchase one share of our common stock at an exercise price of $5.00 per share. On July 26, 2005, we closed on an additional 575,166 units that were subject to the underwriters’ over-allotment option. The units were sold at an offering price of $6.00 per unit, generating total gross proceeds of approximately $51,451,000. Morgan Joseph & Co. acted as the lead manager and Wells Fargo Securities, LLC acted as the co-manager of the offering. The securities sold in the offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-124380). The Securities and Exchange Commission declared the registration statement effective on July 12, 2005.

We paid a total of $3,601,570 in underwriting discounts and commissions, and approximately $490,000 has been paid 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 approximately $47,361,000, of which $46,349,426 was deposited into the trust account (or $5.40 per share sold in the offering) and the remaining proceeds are available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

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

Item 6: Exhibits and Reports on Form 8-K

(a) Exhibits:

31.1

Section 302 Certification by CEO

31.2

Section 302 Certification by CFO

32.1

Section 906 Certification by CEO

32.2

Section 906 Certification by CFO

(b)

There were no reports on Form 8-K filed during the three month period ended June 30, 2006.

(c)

Form 8-K filed on August 1, 2006 concerning the entry into a Material Definitive Agreement.

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.

Dated: August 14, 2006

OAKMONT ACQUISITION CORP.

/s/ Michael C. Azar

Michael C. Azar

President, Secretary, Chief

Accounting Officer and Director

EXHIBIT INDEX


Number		Description
(a) Exhibits:

31.1		Section 302 Certification by CEO

31.2		Section 302 Certification by CFO

32.1		Section 906 Certification by CEO

32.2		Section 906 Certification by CFO

Aleritas Capital (ARTAE) Inactive 10QSB2006 Q2 Quarterly report (small business)

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