10-Q 1 v149744_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2009

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

For the transition period from _____________ to _____________

Commission File Number 000-51200

Pantheon China Acquisition Corp.

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

Delaware	20-4665079
(State or other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

Suite 10-64, #9 Jianguomenwai Avenue, Chaoyang District, Beijing, China 100600

(Address of Principal Executive Office)

86-10-85322720

(Issuer’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 o No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 o No o The registrant is not currently subject to the interactive data requirements of Rule 405 of Regulation S-T.

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 “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange.

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company 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 ¨

As of May 13, 2009, there were 6,070,387 shares of Common Stock, $.0001 par value per share, outstanding.

Index to Form 10-Q

		Page
Part I: Financial Information:

Item 1 – Condensed Consolidated Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets		3

Condensed Consolidated Statements of Operations		4

Condensed Consolidated Statement of Stockholders’ Equity		5

Condensed Consolidated Statements of Cash Flows		6

Notes to Condensed Consolidated Financial Statements		7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3 – Quantitative and Qualitative Disclosure about Market Risk		21

Item 4T – Controls and Procedures		21

Part II. Other Information		22

Item 1 – Legal Proceedings		22

Item 1A – Risk Factors		22

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds		22

Item 3 – Defaults Upon Senior Securities		22

Item 4 – Submission of Matters to a Vote of Security Holders		22

Item 5 – Other Information		22

Item 6 – Exhibits		23

Signatures		24

Exhibit Index		25

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Condensed Consolidated Balance Sheets

	March 31, 2009			December 31, 2008
ASSETS	(unaudited)
Current assets:
Cash	$	5,199		$	18,863
Investments held in trust		28,853,895			28,839,727
Prepaid expenses		8,076			8,803

Current assets		28,867,170			28,867,393

Total assets	$	28,867,170		$	28,867,393

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accrued expenses	$	1,088,408		$	873,756
Advances from Officers		279,598			213,166
Deferred underwriting discount and commission		345,000			345,000
Franchise tax payable		6,385			1,473
Deferred interest		333,978			330,600

Total liabilities		2,053,369			1,763,995

Commitments
Common stock subject to possible conversion of 1,149,425
shares at conversion value		6,546,225			6,546,225

Stockholders’ equity:
Preferred stock, $.0001 par value
Authorized 1,000,000 shares; none issued		-			-
Common stock, $.0001 par value
25,000,000 shares authorized,
6,070,387 shares issued and outstanding
as of March 31, 2009 and December 31, 2008		607			607
Additional paid-in capital		21,315,719			21,315,719
Deficit accumulated during the development stage		(1,048,750	)		(759,153	)

Total stockholders’ equity		20,267,576			20,557,173

Total liabilities and stockholders’ equity	$	28,867,170		$	28,867,393

The accompanying notes should be read in conjunction with

these unaudited condensed consolidated financial statements.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Condensed Consolidated Statements of Operations

	For the			For the			Period from
	Three Months Ended			Three Months Ended			April 10, 2006 (inception)
	March 31, 2009			March 31, 2008			March 31, 2009
	(unaudited)			(unaudited)			(unaudited)

Travel	$	3,551		$	5,595		$	241,246
Consulting fees		-			-			58,157
Professional fees		254,300			89,199			1,547,138
Administrative management expense		22,500			22,500			207,045
Marketing expense		-			-			1,817
Other operating expenses		5,880			18,657			191,293
Insurance		7,770			7,800			61,877
Franchise taxes		6,385			7,500			83,453
Option related charges		-			-			245,600

Operating loss		(300,386	)		(151,251	)		(2,637,626	)

Loss on investments		-			(8,979	)		(78,994	)
Dividend and interest income		-			4,502			33,769
Interest income on trust fund investment		10,789			194,300			1,634,101

(Loss) income before tax		(289,597	)		38,572			(1,048,750	)

Less: provision for income tax		-			-			-

Net (loss) income	$	(289,597	)	$	38,572		$	(1,048,750	)

Weighted average shares outstanding		6,070,387			7,000,000

Basic and diluted net (loss) income per share	$	(0.05	)	$	0.01

The accompanying notes should be read in conjunction with

these unaudited condensed consolidated financial statements.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Condensed Consolidated Statement of Stockholders’ Equity

										Earnings
										(Deficit)
										Accumulated
							Additional			During the
	Common Stock						paid-in			Development			Stockholders'
	Shares			Amount			capital			Stage			Equity

Common shares issued April 10, 2006 at $0.02 per share		1,250,000		$	125		$	24,875		$	-		$	25,000

Sale of 5,750,000 units, net of underwriters' discount and offering expenses (includes 1,149,425 shares subject to possible conversion)		5,750,000			575			31,903,339			-			31,903,914

Proceeds from issuance of insider warrants		-			-			1,250,000			-			1,250,000

Proceeds subject to possible conversion of 1,149,425 shares		-			-			(6,546,225	)		-			(6,546,225	)

Proceeds from issuance of additional underwriting purchase option		-			-			100			-			100

Net income for the period		-			-			-			2,322			2,322

Balance at December 31, 2006		7,000,000			700			26,632,089			2,322			26,635,111

Net income for the year ended December 31, 2007		-			-			-			393,165			393,165

Additional expenses of public offering		-			-			(377	)		-			(377	)

Balance at December 31, 2007		7,000,000			700			26,631,712			395,487			27,027,899

Net loss for the year ended December 31, 2008		-			-			-			(1,154,640	)		(1,154,640	)

Option related charges		-			-			245,600			-			245,600

Distribution to converting shareholders (see Note 1)		(929,613	)		(93	)		(5,561,593	)		-			(5,561,686	)

Balance at December 31, 2008		6,070,387			607			21,315,719			(759,153	)		20,557,173

Unaudited net loss for three months ended March 31, 2009		-			-			-			(289,597	)		(289,597	)

Balance at March 31, 2009		6,070,387		$	607		$	21,315,719		$	(1,048,750	)	$	20,267,576

The accompanying notes should be read in conjunction with

these unaudited condensed consolidated financial statements.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Condensed Consolidated Statements of Cash Flows

	For the			For the			Period from
	Three Months Ended			Three Months Ended			April 10, 2006 (inception)
	March 31, 2009			March 31, 2008			to March 31, 2009
	(unaudited)			(unaudited)			(unaudited)
Cash flows from operating activities:
Net (loss) income	$	(289,597	)	$	38,572		$	(1,048,750	)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Accrued interest income on investments held in trust		(14,168	)		(242,845	)		(1,968,081	)
Loss on investments		-			8,979			78,994
Option related charges		-			-			245,600
Change in operating assets and liabilities:
Decrease (increase) in prepaid expenses		727			20,982			(8,076	)
Increase in accrued expenses		214,652			50,178			1,088,408
Increase (decrease) in accrued franchise taxes		4,912			(9,707	)		6,385
Increase in deferred interest		3,378			48,545			333,978
Net cash used in operating activities		(80,096	)		(85,296	)		(1,271,542	)

Cash flows from investing activities:
Purchase of short-term investments, net		-			(65,169	)		(78,994	)
Investments held in trust fund		-			(99,000	)		(32,747,500	)
Disbursement of investments held in trust		-			-			5,561,686
Disbursement of interest earned on investments held in the trust		-			-			300,000
Net cash used in investing activities		-			(164,169	)		(26,964,808	)

Cash flows from financing activities:
Proceeds from sale of shares of common stock to founding stockholders		-			-			25,000
Proceeds from notes payable to stockholders		-			-			100,000
Repayment of notes payable to stockholders		-			-			(100,000	)
Proceeds from (repayment of) advances from Officers		66,432			(25,382	)		279,598
Gross proceeds from initial public offering		-			-			34,500,000
Proceeds from sale of insider warrants		-			-			1,250,000
Proceeds from issuance of underwriting purchase option		-			-			100
Payment of costs associated with offering		-			-			(2,251,463	)
Payment to converting shareholders		-			-			(5,561,686	)
Net cash provided by (used in) financing activities		66,432			(25,382	)		28,241,549

Net (decrease) increase in cash		(13,664	)		(274,847	)		5,199
Cash at beginning of period		18,863			339,220			-
Cash at end of period	$	5,199		$	64,373		$	5,199

Supplemental schedule of non-cash financing activities:
Accrual of deferred underwriting discount & commission							$	345,000

The accompanying notes should be read in conjunction with

these unaudited condensed consolidated financial statements.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

Organization and Business Operations

Pantheon China Acquisition Corp. was incorporated in Delaware on April 10, 2006 as a blank check company whose objective is to acquire, through a stock exchange, asset acquisition or other similar business combination, an operating business, or control such operating business through contractual arrangements, that has its principal operations located in the People’s Republic of China.

The unaudited condensed consolidated financial statements include the accounts of Pantheon China Acquisition Corp. and its wholly owned subsidiary Pantheon Arizona Corp. (collectively referred to as the “Company”). All significant intercompany transactions and balances have been eliminated.

The condensed consolidated financial statements at March 31, 2009 and for the periods ended March 31, 2009 and 2008 are unaudited and have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal adjustments) have been made that are necessary to present fairly the financial position of the Company as of March 31, 2009, the results of its operations and its cash flows for the three months ended March 31, 2009, the three months ended March 31, 2008 and for the period from April 10, 2006 (inception) to March 31, 2009 and its changes in stockholders’ equity for the three months ended March 31, 2009 and for the period from April 10, 2006 (inception) through March 31, 2009. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full year.

These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the period ended December 31, 2008 included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”) on March 31, 2009, as amended on May 5, 2009. The December 31, 2008 balance sheet and the statement of stockholders’ equity for the period ended December 31, 2006 and the years ended December 31, 2007 and 2008 have been derived from these audited financial statements. The accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with those described in the December 31, 2008 audited financial statements.

All activity from April 10, 2006 (inception) through December 20, 2006 related to the Company’s formation and initial public offering described below. Subsequent to December 20, 2006, the Company has been seeking a business combination with an operating business. On November 3, 2008, the Company entered into a merger agreement, the details of which are described in further detail below.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

There is substantial doubt about the Company’s ability to continue as a going concern as a result of the requirement that the Company complete a business combination by September 30, 2009 or prior as disclosed below and as a result of a working capital deficiency as of March 31, 2009, as discussed in the following paragraph.

The registration statement for the Company’s initial public offering (“Offering”) was declared effective on December 14, 2006. The Company consummated the offering on December 20, 2006. Concurrently with to the consummation of the Offering, certain of the Company’s officers, directors and special advisors purchased an aggregate of 2,083,334 insider warrants from the Company in a private placement (the “Private Placement”) (Note 3). The insider warrants sold in the Private Placement were identical to the warrants underlying the units sold in the Offering, except that if the warrants are called for redemption, the insider warrants may be exercisable on a cashless basis, as described in Note 3 below. The Company received net proceeds from the Offering and the Private Placement of $33,153,914 (Note 3). The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to be generally applied toward consummating a business combination with an operating business that has its principal operations located in the People’s Republic of China (“Business Combination”). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Offering, including the over-allotment option, an amount of $32,747,500 of the net proceeds was deposited 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, such funds will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 with a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. 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. The Company’s Chairman of the Board, Chief Executive Officer and President has agreed that he will be personally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that he will be able to satisfy those obligations. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition Pantheon was allowed to withdraw and did withdraw $300,000 of interest earned on the trust account on December 31, 2007, to fund working capital. Further, approximately $5.6 million was withdrawn from trust to pay shareholders electing to convert their shares in connection with the special meeting of shareholders on December 14, 2008 described below.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

Prior to Pantheon’s filing of an amendment to its certificate of incorporation on December 14, 2008, the Company’s Amended and Restated Certificate of Incorporation provided for mandatory liquidation of the Company in the event that the Company did not consummate a Business Combination by December 14, 2008. On December 14, 2008, Pantheon held a special meeting of its stockholders to approve amending its Certificate of Incorporation to extend the deadline by which a business combination must be approved or Pantheon would be obligated to liquidate from December 14, 2008 to September 30, 2009, and provide conversion rights to the holders of up to 20% of its public shares (5,750,000 shares sold in the IPO) in connection with such vote to approve the amendment of its certificate of incorporation. At the special meeting, the holders of a total of 4,857,699 shares voted in favor of the amendment to its charter and the granting of such conversion rights and the holders of 929,613 of Pantheon’s public shares perfected their conversion rights in connection therewith and the converting shareholders received approximately $5.6 million in cash. Accordingly, on December 14, 2008 Pantheon filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware effecting the amendment approved by its stockholders. As a result, if the Company has not completed a Business Combination by September 30, 2009, its corporate existence will cease and it will dissolve and liquidate for the purposes of winding up its affairs. In addition pursuant to the Put and Call Option Agreement (see below), Pantheon has agreed to effect a liquidation in accordance with Delaware law in the event the business combination with CCBS (see merger agreement below) is abandoned prior to exercise of either the Put and Call Option (see below) or if Modern elects not to extend the period of the call options. 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 initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units sold in the Offering discussed in Note 3). The Company plans to address these matters by working toward completing a business combination (see merger agreement below) and funding its operations by obtaining advances from its Executive Officers and Directors and potentially from the company with which it has signed a merger agreement. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

On December 10, 2008, Pantheon entered into a Put and Call Option Agreement with Modern Develop Limited and YA Global and a separate Put and Call Option Agreement with Modern Develop Limited and Victory Park. Modern Develop Limited, YA Global and Victory Park are all independent third parties. YA Global and Victory Park acquired from several of Pantheon’s largest stockholders 4,547,399 shares of common stocks of Pantheon in the aggregate through negotiated private transactions. Under the relevant purchase agreements, Pantheon’s representatives were given proxies over such shares in voting for the Extension Proposal.

Pursuant to the Put and Call Option Agreements, Modern has the right to purchase an aggregate of 4,547,399 shares of common stock of Pantheon from YA Global and Victory Park at an exercise price of $5.97 per share. Modern’s call options have an initial term commencing on the date of the Agreements and ending on June 30, 2009, and may be extended to September 30, 2009 or on the record date of a business combination if not exercised sooner. Modern paid an option fee for the initial term and in the event Modern elects to extend the call options it will be required to pay an additional extension option fee to YA Global and Victory Park, in each case pro rata to the number of shares held by the two investors.

In addition, Pantheon’s CEO agreed to transfer his right, title and interest in 250,000 founder shares to Victory Park and YA Global. Pursuant to SEC Staff Accounting Bulletin Topic 5T, the Company recorded an expense of $245,600 with an offsetting credit to additional paid-in capital in connection with this transaction based upon management’s estimate of the fair value of the shares utilizing a probability method.

Pursuant to the Put and Call Option Agreements, Pantheon has agreed to effect a liquidation in accordance with Delaware law in the event the business combination is abandoned prior to the exercise of the call option or if Modern elects not to extend the period of the call options.

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.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

			All of the Company’s stockholders prior to the Offering, including all of the officers and directors of the Company (“Initial Stockholders”), have agreed to vote their 1,250,000 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 outstanding 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 sold in the IPO 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 held in the Trust Account) has been classified as common stock subject to possible conversion and 19.99% of the related interest earned (net of the amounts permitted to be withdrawn for working capital) has been classified as deferred interest in the accompanying March 31, 2009 and December 31, 2008 balance sheets. Merger agreement On November 3, 2008, the Company entered into an agreement and plan of merger, conversion and share exchange (“Merger Agreement”) with China Cord Blood Services Corporation (“CCBS”) and certain shareholders of CCBS, including Golden Meditech Company Limited (“Golden Meditech”, Stock Code: 8180.HK) (collectively, the “Selling Shareholders”). Pursuant to the Merger Agreement, following receipt of stockholder approval by both Pantheon and closing conditions defined in the agreement, Pantheon will complete a corporate reorganization that will result in holders of Pantheon securities holding securities in Pantheon Cayman Acquisition Corp. (“Pantheon Cayman”), a Cayman Islands exempted company formed as a result of a redomestication procedure, and the Selling Shareholders will exchange the outstanding shares of CCBS held by them for ordinary shares of Pantheon Cayman. Shareholders owning approximately 94% of the outstanding shares of CCBS have entered into the Merger Agreement. Each remaining shareholder of CCBS may elect to participate in the proposed transactions on the same terms and conditions as the other Selling Shareholders. If all of the remaining shareholders of CCBS elect to participate in the proposed transaction, immediately after the closing of the proposed transaction, the Selling Shareholders will receive an aggregate of 57,851,240 Pantheon Cayman ordinary shares. In addition, pursuant to an earn-out provision in the Merger Agreement, Pantheon Cayman has agreed to issue, over a period of three years, warrants exercisable for up to 9,000,000 ordinary shares of Pantheon Cayman to CCBS’s senior management based on the percentage increase in the number of new subscribers during the relevant periods. Each warrant will be exercisable for one ordinary share of Pantheon Cayman at an exercise price equal to the lower of $5.00 and the market price on the date of issuance and has a term of five years.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

		Assuming no other CCBS shareholders elect to participate in the proposed transactions, immediately after the closing of the proposed transactions, Pantheon Cayman will have acquired 93.94% of the issued and outstanding ordinary shares of CCBS through the issuance of 54,345,104 Pantheon Cayman ordinary shares, or approximately 90% of the combined company. Following closing, Pantheon Cayman will change its name to China Cord Blood Corporation.

2.	Summary of Significant Accounting Policies	Pursuant to the provisions as prescribed in SFAS 157, the Company categorizes its financial instruments into a three-level hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial assets recorded at fair value on the Company’s consolidated balance sheets are categorized as follows: Level 1: Unadjusted quoted prices for identical assets in an active market. Level 2: Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the assets. Level 2 inputs include the following: l Quoted prices for similar assets in active market, l Quoted prices for identical or similar assets in non-active markets, l Inputs other than quoted market prices that are observable, and l Inputs that are derived principally from or corroborated by observable market data through correlation or other means. Level 3: Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. They reflect management’s own assumption about the assumptions a market participant would use in pricing the asset.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

The following table presents the Company’s hierarchy for its financial instruments measured at fair value on a recurring basis as of March 31, 2009:

		March 31, 2009
		Total		Level 1		Level 2		Level 3

Investments Held in Trust	$	28,853,895	$	28,853,895	$	--	$	--

Income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The effect of the 11,500,000 outstanding warrants issued in connection with the initial public offering, and 2,083,334 outstanding warrants issued in connection with the private placement have not been considered in diluted income per share calculations since such warrants are contingently exercisable. The effects of the 500,000 units (representing 1,500,000 shares of common stock and equivalents) included in the underwriters’ option has not been considered in the calculation of diluted earnings per common share since the average market price of a unit through March 31, 2009 and December 31, 2008 was less than the exercise price per unit.

In December 2007, the FASB released SFAS 141(R), Business Combinations (revised 2007) (“SFAS 141 (R)”), which changes many well-established business combination accounting practices and significantly affects how acquisition transactions are reflected in the consolidated financial statements. Additionally, SFAS 141 (R) will affect how companies negotiate and structure transactions, model financial projections of acquisitions and communicate to stakeholders. SFAS 141 (R) must be applied prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company will apply the provisions of SFAS 141(R) to any acquisitions completed after January 1, 2009.

In December 2007, the FASB released SFAS 160, Non-controlling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”), which established accounting and reporting standards for the noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 requires consolidated net income to be reported at amounts that include the amount attributable to both the parent and the noncontrolling interests and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. Previously, net income attributable to the noncontrolling interest was reported as an expense or other deduction in arriving at consolidated net income. SFAS 160 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company will apply the provisions of SFAS 160 to any acquisitions completed after January 1, 2009 that result in a non-controlling interest.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

		In June 2008, the FASB ratified EITF Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 provides guidance on how to determine if certain instruments or embedded features are considered indexed to our own stock, including instruments similar to our convertible notes and warrants to purchase our stock. EITF 07-5 requires companies to use a two-step approach to evaluate an instrument’s contingent exercise provisions and settlement provisions in determining whether the instrument is considered to be indexed to its own stock and exempt from the application of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. Although EITF 07-5 is effective for fiscal years beginning after December 15, 2008, any outstanding instrument at the date of adoption will require a retrospective application of the accounting through a cumulative effect adjustment to retained earnings upon adoption. The adoption of EITF 07-5 did not have a material effect on its consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

3.	Initial Public Offering	On December 20, 2006, the Company sold 5,750,000 units (“Units”), including 750,000 Units relating to the underwriters’ over-allotment option, in the Offering at an offering price of $6.00. 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 December 14, 2007 and expiring December 13, 2010. The Warrants will be redeemable, at the Company’s option, with the prior consent of EarlyBirdCapital, Inc., the representative of the underwriters in the Offering (“Representative”), 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. If the Company redeems the Warrants as described above, management will have the option to require any holder that wishes to exercise his Warrant to do so on a “cashless basis.” In such event, the holder would pay the exercise price by surrendering his Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to holders of Warrants. In accordance with the warrant agreement relating to the Warrants sold and issued in the Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. The Company will not be obligated to deliver securities, and there are no contractual penalties for failure to deliver securities, if a registration statement is not effective at the time of exercise. Additionally, in the event that a registration statement is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle the warrant exercise. Consequently, the Warrants may expire unexercised and unredeemed.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

The Company paid the underwriters in the Offering an underwriting discount of 5.5% of the gross proceeds of the Offering and a non-accountable expense allowance of 0.5% of the gross proceeds of the Offering. However, the underwriters have agreed that a portion of the underwriting discount amounting to 1.0% of the gross proceeds of the offering will not be payable unless and until the Company completes a Business Combination and has waived their right to receive such payment upon the Company’s liquidation if it is unable to complete a Business Combination. Approximately $345,000 is being held in the Trust Account as deferred underwriting discount.

In connection with this Offering, the Company also issued an option (“Option”), for $100, to the Representative to purchase 500,000 Units at an exercise price of $6.60 per Unit. The Units issuable upon exercise of the Option are identical to the Units sold in the Offering. The Company accounted for the fair value of the Option, inclusive of the receipt of the $100 cash payment, as a cost of the Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of the Option is approximately $1,440,951 ($2.88 per Unit) using a Black-Scholes option-pricing model. The fair value of the Option granted to the Underwriter is estimated as of the date of grant using the following assumptions: (1) expected volatility of 52.0%, (2) risk-free interest rate of 4.90% and (3) expected life of 5 years. The Option may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the Option (the difference between the exercise prices of the Option and the underlying Warrants and the market price of the Units and underlying securities) to exercise the Option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the Option or the Warrants underlying the Option. The holder of the Option will not be entitled to exercise the Option or the Warrants underlying the Option unless a registration statement covering the securities underlying the Option is effective or an exemption from registration is available. If the holder is unable to exercise the Option or underlying Warrants, the Option or Warrants, as applicable, will expire worthless. The Warrants underlying the Option Units are exercisable at the same price as the Public Warrants.

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

4.	Private Placement	The Company’s directors and certain special advisors and their members purchased 2,083,334 Warrants (“Insider Warrants”) at $0.60 per Warrant (for an aggregate purchase price of approximately $1,250,000) privately from the Company. The purchase price of the Warrants was in excess of their estimated fair value. These purchases took place simultaneously with the consummation of the Offering. All of the proceeds received from these purchases were placed in the Trust Account. The Insider Warrants are identical to the Warrants underlying the Units sold in the Offering except that if the Company calls the Warrants for redemption, the Insider Warrants may be exercisable, at the Initial Stockholders’ option, on a “cashless basis” so long as such securities are held by such Initial Stockholders or their affiliates. Additionally, such purchasers have agreed that the Insider Warrants will not be sold or transferred by them until after the Company has completed a Business Combination.

5.	Investments Held in Trust	Reconciliation of investments held in trust as of March 31, 2009 is as follows:

	For the Three Months Ended		Period from April 10, 2006 (inception) to
	March 31, 2009		March 31, 2009
Investments held in trust, beginning of period:	$	28,839,727	$	-
Contribution to trust	$	-	$	32,747,500
Interest income received	$	14,168	$	1,968,081
Withdrawal to fund operations (a)	$	-	$	(300,000	)
Distribution to converting shareholders on extension vote (b)	$		$	(5,561,686	)
Withdrawals to fund estimated taxes	$	-	$	-
Balance at end of period	$	28,853,895	$	28,853,895

(a) Amount is limited to $300,000.
(b) For shareholders who elected to convert their shares in the special meeting held in December 14, 2008.

Related Party Transactions

The advances from officers totaled $279,598 and $213,166 on March 31, 2009 and December 31, 2008, respectively. None of these advances is interest bearing.

The CEO of Pantheon agreed to transfer his right, title and interest in 250,000 founder shares in connection with the option agreement (see Note 1).

Pantheon China Acquisition Corp.

(a corporation in the development stage)

Notes to Unaudited Condensed Consolidated Financial Statements

Commitments

The Company presently occupies office space provided by Beijing Kiview Real Estate Agency Co., Ltd. Such entity has 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 entity $7,500 per month for such services commencing on December 14, 2006. The statement of income includes administrative management expense of $22,500 relating to this agreement for the three months ended March 31, 2009 and 2008, and $207,045 for the cumulative period from April 10, 2006 (inception) to March 31, 2009.

Pursuant to letter agreements dated as of June 26, 2006 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 Initial Stockholders and holders of the Insider Warrants (or underlying securities) will be entitled to registration rights with respect to their founding shares or Insider Warrants (or underlying securities), as the case may be. The holders of the majority of the founding shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Insider Warrants (or underlying securities) are entitled to demand that the Company register such securities at any time after the Company consummates a Business Combination. In addition, the Initial Stockholders and holders of the Insider Warrants (or underlying securities) have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

The Representative has been engaged by the Company to act as the Company’s non exclusive investment banker in connection with a proposed Business Combination. For assisting the Company in structuring and negotiating the terms of a Business Combination, the Company will pay the Representative a cash transaction fee equal to 1% of the total consideration paid in connection with the Business Combination, with a maximum fee to be paid of $300,000.

In connection with the Offering, the Company has agreed to pay the underwriters 1.0% of the underwriting discounts upon completion of its Business Combination, as described in Note 3 above. The Company has recorded the deferred underwriting fees payable to the underwriters as an expense of the public offering resulting in a charge directly to stockholders’ equity.

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

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

Forward Looking Statements

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

Overview

Pantheon China Acquisition Corp. is a blank check company formed on April 10, 2006 for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or control, through contractual arrangements, an operating business that has its principal operations located in the People’s Republic of China. Our efforts in identifying a prospective target business are not limited to a particular industry.

On December 20, 2006, we consummated our initial public offering (“IPO”) of 5,750,000 units, including 750,000 subject to an over-allotment option, 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. The units were sold at an offering price of $6.00 per unit, generating total gross proceeds of $34,500,000. Simultaneously with the consummation of the IPO, we consummated the private sale of 2,083,334 warrants at a price of $0.60 per warrant, generating total proceeds of $1,250,000. We refer to these warrants as the insider warrants. The insider warrants were purchased by Christina Jun Mu and Kevin Kezhong Wu, each an officer and director of our company, Francisco A. Garcia and Hunter S. Reisner, each a special advisor of our company, Easton Capital Corp. Defined Benefit Plan, an entity of which John H. Friedman, one of our special advisors, is trustee, and Pantheon China Acquisition Limited, an entity owned by Mark D. Chen, our chief executive officer and president. The insider warrants are identical to the warrants included in the units sold in the IPO except that if we call the warrants for redemption, the insider warrants may be exercisable on a cashless basis so long as such warrants are held by the purchasers or their affiliates. The purchasers of the insider warrants have agreed that the insider warrants will not be sold or transferred by them until after we have completed a business combination.

After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the public offering and the private sale were approximately $33,153,914, of which $32,747,500 was deposited into a trust fund and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. Through March 31, 2009, we have used approximately $1,050,000 of the net proceeds that were not deposited into the trust fund to pay general and administrative expenses. The net proceeds deposited into the trust fund remain on deposit less amounts allowed to be withdrawn for working capital and amount distributed in connection with the December 14, 2008 special meeting, in the trust fund earning interest. As of March 31, 2009, there was $28,853,895 held in the trust fund.

On November 3, 2008, we entered into an Agreement and Plan of Merger, Conversion and Share Exchange (the “merger agreement”) with Pantheon Arizona Corp., a corporation incorporated in the State of Arizona, USA and a wholly-owned subsidiary of Pantheon (“Pantheon Arizona”), China Cord Blood Services Corporation, an exempted company incorporated in the Cayman Islands (“Target”), Golden Meditech Company Limited, an exempted company incorporated in the Cayman Islands (“GM”), and each shareholder of Target named in Schedule I thereto and indicated as a “selling shareholder” for the purposes of such merger agreement (each a “Selling Shareholder” and collectively the “Selling Shareholders”), which as of the date of the merger agreement held approximately 88% of the outstanding shares of Target. We refer to the transactions contemplated by the merger agreement as the proposed acquisition.

As of the date of this Quarterly Report, shareholders of CCBS holding approximately 93.94% of the outstanding shares of CCBS had become Selling Shareholders.

On December 14, 2008 Pantheon held a special meeting of its stockholders to approve amending its Certificate of Incorporation to extend the deadline by which a business combination must be approved or Pantheon would be obligated to liquidate from December 14, 2008 to September 30, 2009 and provide conversion rights to the holders of up to 20% of its public shares in connection with such vote to approve the amendment of its certificate of incorporation. At the special meeting, the holders of a total of 4,857,699 shares voted in favor of the amendment to its charter and the granting of such conversion rights and the holders of 929,613 of Pantheon’s public shares perfected their conversion rights in connection therewith and the converting shareholders received approximately $5.6 million in cash. Accordingly, on December 14, 2008, Pantheon filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware effecting the amendment approved by its stockholders.

The Company does not have sufficient working capital to fund its operations through September 30, 2009. The Company plans to address these matters by entering into a business combination and funding its operations by obtaining advances from its Executive Officers and Directors and potentially from CCBS.

Results of Operations for the three months ended March 31, 2009 compared to the three months ended March 31, 2008

For the three months ended March 31, 2009, we had a net loss of $289,597 derived from interest income of $10,789 offset by $3,551 for travel expenses, $254,300 for professional fees, $22,500 for administrative management fees, $5,880 for other operating expenses, $7,770 for director and officer liability insurance and $6,385 in Delaware franchise taxes.

For the three months ended March 31, 2008, we had a net income of $38,572 derived from interest income of $198,802 offset by $5,595 for travel expenses, $89,199 for professional fees, $22,500 for administrative management fees, $18,657 for other operating expenses, $7,800 for director and officer liability insurance, $7,500 in Delaware franchise taxes and $8,979 for unrealized loss of short-term investments.

For the period from April 10, 2006 (inception) to March 31, 2009, we had a net loss of $1,048,750 derived from interest income of $1,667,870 offset by $241,246 for travel expenses, $58,157 for consulting fees, $1,547,138 for professional fees, $207,045 for administrative management fees, $1,817 for marketing expenses, $191,293 for other operating expenses, $61,877 for director and officer liability insurance, $83,453 in Delaware franchise taxes, $245,600 in option related charges, and $78,994 for unrealized loss of short-term investments.

Professional fees increased $165,101 from $89,199 for the three months ended March 31, 2008 to $254,300 for the three months ended March 31, 2009. The increase is mainly due to higher service fees charged by the law firms and the accounting firm as a result of increased services provided for business combination and related matters.

Interest income decreased $183,511 from $194,300 for the three months ended March 31, 2008 to $10,789 for the three months ended March 31, 2009. The decrease is due to decline in investment returns as a result of general capital market contraction.

Liquidity and Capital Resources

We had $5,199 of cash at March 31, 2009, excluding deferred underwriter discounts and commission, and deferred interest.

As discussed in Note 1 to the Company’s consolidated financial statements there is substantial doubt about the Company’s ability to continue as a going concern as a result of the requirement that the Company complete a business combination by September 30, 2009, the extended deadline approved in the special meeting of its stockholders held on December 14, 2008, or prior to September 30, 2009 as disclosed in Note 1, and as a result of a working capital deficiency as of March 31, 2009, as discussed in the following paragraph.

Prior to Pantheon’s filing of an amendment to its certificate of incorporation on December 14, 2008, the Company’s Amended and Restated Certificate of Incorporation provided for mandatory liquidation of the Company in the event that the Company did not consummate a Business Combination by December 14, 2008. On December 14, 2008, Pantheon held a special meeting of its stockholders to approve amending its Certificate of Incorporation to extend the deadline by which a business combination must be approved or Pantheon would be obligated to liquidate from December 14, 2008 to September 30, 2009, and provide conversion rights to the holders of up to 20% of its public shares in connection with such vote to approve the amendment of its certificate of incorporation. At the special meeting, the holders of a total of 4,857,699 shares voted in favor of the amendment to its charter and the granting of such conversion rights and the holders of 929,613 of Pantheon’s public shares perfected their conversion rights in connection therewith and the converting shareholders received approximately $5.6 million in cash. Accordingly, Pantheon paid approximately $5.6 million in cash from Trust to the converting shareholders. On December 14, 2008, Pantheon filed an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware effecting the amendment approved by its stockholders. As a result, if the Company has not completed a Business Combination by September 30, 2009, its corporate existence will cease and it will dissolve and liquidate for the purposes of winding up its affairs. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Fund assets) will be less than the initial public offering price per share in the Offering (assuming no value is attributed to the Warrants contained in the Units sold in the Offering discussed in Note 3 to the consolidated financial statements). In addition, the Company does not have sufficient working capital to fund its operations through September 30, 2009. The Company plans to address these matters by entering into a business combination and funding its operations by obtaining advances from its Executive Officers and Directors and potentially from CCBS.

Off-Balance Sheet Arrangements

Options and warrants issued in conjunction with our initial public offering are equity linked derivatives and accordingly represent off-balance sheet arrangements. The options and warrants meet the scope exception in paragraph 11(a) of Financial Accounting Standard (FAS) 133 and are accordingly not accounted for as derivatives for purposes of FAS 133, but instead are accounted for as equity. See Note 2 to the consolidated financial statements for more information.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not required.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of the effectiveness, as of the end of the period covered by this report, of the design and operation of our disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e). Based on this evaluation, our principal executive officer and principal financial officer have concluded that, as of such date, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rule 13a-15 or Rule 15d-15 that occurred during the quarter 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

None.

ITEM 1A: RISK FACTORS

As a smaller reporting company we are not required to include this information.

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

On December 20, 2006, we consummated our initial public offering of 5,750,000 Units, including 750,000 Units that were subject to the underwriters’ over-allotment option, 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. The units were sold at an offering price of $6.00 per unit, generating total gross proceeds of $34,500,000. Simultaneously with the consummation of the IPO, we consummated the private sale of 2,083,334 warrants (“Insider Warrants”) at a price of $0.60 per warrant, generating total proceeds of $1,250,000. EBC was the managing underwriter in 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. 333-136590). The Securities and Exchange Commission declared the registration statement effective on December 14, 2006.

We paid a total of $1,552,500 in underwriting discounts and commissions, and $698,586 has been paid for costs and expenses related to the offering, including $150,000 for the underwriters’ non-accountable expense allowance of 0.5% of the gross proceeds.

After deducting the underwriting discounts and commissions and the offering expenses, the total net proceeds to us from the offering were $ 32,489,436. In addition, we raised $1,250,000 through the private placement described above. Of the proceeds received from the consummation of the initial public offering and private placement, $32,747,500 was deposited into the trust account and the remaining $991,936 became available to be used in providing business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5: OTHER INFORMATION

None.

ITEM 6: EXHIBITS

The exhibits listed on the Exhibit Index are filed as part of this report.

(a) Exhibits:

31.1 – Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 – Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 – Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: May 15, 2009		PANTHEON CHINA ACQUISITIONCORP.

		/s/ Mark D. Chen
		Mark D. Chen
		Chairman, Chief Executive Officer and President

		/s/ Jennifer J. Weng
		Jennifer J. Weng
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Name of Exhibit
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002