SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                               ----------------

                                  SCHEDULE 13G
                                 (Rule 13d-102)

                               ----------------

    INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
      AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE
                       SECURITIES EXCHANGE ACT OF 1934

                         Inter-Atlantic Financial, Inc.
                                (Name of Issuer)

                         Common Stock, $.0001 Par Value
                         (Title of Class of Securities)

                                    45890H100
                                 (CUSIP Number)

                                November 2, 2007
             (Date of Event Which Requires Filing of this Statement)

      Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

      [  ] Rule 13d-1(b)

      [X]  Rule 13d-1(c)

      [  ] Rule 13d-1(d)

-----------

      * The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).




Schedule 13G

CUSIP No. 45890H100                                              PAGE 2 OF 9


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(1)   NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                              Polar Securities Inc.
------------------------------------------------------------------------------
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                         (a)  [X]
                                                         (b)  [ ]
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(3)   SEC USE ONLY
------------------------------------------------------------------------------
(4)   CITIZENSHIP OR PLACE OF ORGANIZATION
                                      Canada
------------------------------------------------------------------------------

NUMBER OF         (5)   SOLE VOTING POWER
                                       -0-
SHARES            ____________________________________________________________

BENEFICIALLY      (6)   SHARED VOTING POWER
                                     685,450
OWNED BY          ____________________________________________________________

EACH              (7)   SOLE DISPOSITIVE POWER
                                       -0-
REPORTING         ____________________________________________________________

PERSON WITH (8)   SHARED DISPOSITIVE POWER
                                     685,450
------------------------------------------------------------------------------
      (9)   AGGREGATE AMOUNT BENEFICIALLY OWNED
            BY EACH REPORTING PERSON
                                     685,450
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      (10)  CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES                             [  ]
------------------------------------------------------------------------------
      (11)  PERCENT OF CLASS REPRESENTED
            BY AMOUNT IN ROW (9)
                                      6.5%
------------------------------------------------------------------------------
      (12)  TYPE OF REPORTING PERSON
                                       IA
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Schedule 13G

CUSIP No. 45890H100                                              PAGE 3 OF 9


------------------------------------------------------------------------------
(1)   NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                         North Pole Capital Master Fund
------------------------------------------------------------------------------
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                         (a)  [X]
                                                         (b)  [ ]
------------------------------------------------------------------------------
(3)   SEC USE ONLY
------------------------------------------------------------------------------
(4)   CITIZENSHIP OR PLACE OF ORGANIZATION
                                       Cayman Islands
------------------------------------------------------------------------------

NUMBER OF         (5)   SOLE VOTING POWER
                                       -0-
SHARES            ____________________________________________________________

BENEFICIALLY      (6)   SHARED VOTING POWER
                                     418,300
OWNED BY          ____________________________________________________________

EACH              (7)   SOLE DISPOSITIVE POWER
                                       -0-
REPORTING         ____________________________________________________________

PERSON WITH (8)   SHARED DISPOSITIVE POWER
                                     418,300
------------------------------------------------------------------------------
      (9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                     418,300
------------------------------------------------------------------------------
      (10)  CHECK BOX IF THE AGGREGATE AMOUNT
            IN ROW (9) EXCLUDES CERTAIN SHARES                             [  ]
------------------------------------------------------------------------------
      (11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                      4.0%
------------------------------------------------------------------------------
      (12)  TYPE OF REPORTING PERSON
                                       CO
------------------------------------------------------------------------------



 Schedule 13G

CUSIP No. 45890H100                                              PAGE 4 OF 9

ITEM 1(a).  NAME OF ISSUER:

            Inter-Atlantic Financial, Inc. (the "Company")

ITEM 1(b).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

            400 Madison Avenue
            New York, New York 10017


ITEMS 2(a), 2(b) and 2(c).  NAME OF PERSON FILING, ADDRESS OF PRINCIPAL
BUSINESS OFFICE AND CITIZENSHIP:

      This statement is filed by the entities and persons listed below, all of
whom together are referred to herein as the "Reporting Persons":

             (i)  North Pole Capital Master Fund ("North Pole"), a Cayman
                  Islands exempted company, with respect to the Shares (defined
                  in item 2(d) below) reported in this Schedule 13G directly
                  owned by it.

            (ii)  Polar Securities Inc. ("Polar Securities"), a company
                  incorporated under the laws on Ontario, Canada, with respect
                  to the Shares reported in this Schedule 13G directly owned by
                  North Pole and certain discretionary accounts managed by Polar
                  Securities.

The citizenship of each of the Reporting Persons is set forth above.

The address of the principal business office of each of the Reporting Persons is
372 Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada.

ITEM 2(d).  TITLE OF CLASS OF SECURITIES:  Common Stock, $.0001 Par Value
(the "Shares")

ITEM 2(e).  CUSIP NUMBER:           45890H100



Schedule 13G

CUSIP No. 45890H100                                              PAGE 5 OF 9


ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS A:
            (a)[ ]   Broker or dealer registered under Section 15 of the
                     Act;

            (b)[ ]   Bank as defined in Section 3(a)(6) of the Act;

            (c)[ ]   Insurance Company as defined in Section 3(a)(19) of the
                     Act;

            (d)[ ] Investment Company registered under Section 8 of the
               Investment Company Act of 1940;

            (e)[ ] Investment Adviser registered under Section 203 of the
                   Investment Advisers Act of 1940: see Rule
                   13d-1(b)(1)(ii)(E);

            (f)[ ] Employee Benefit Plan, Pension Fund which is subject to
                   the provisions of the Employee Retirement Income Security
                   Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);

            (g)[ ] Parent Holding Company, in accordance with Rule
                   13d-1(b)(ii)(G);

            (h)[ ] Savings Associations as defined in Section 3(b) of the
                   Federal Deposit Insurance Act;

            (i)[ ] Church Plan that is excluded from the definition of an
                   investment company under Section 3(c)(14) of the Investment
                   Company Act of 1940;

            (j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

      IF THIS STATEMENT IS FILED PURSUANT TO Rule 13d-1(c), CHECK THIS
BOX. [x]



Schedule 13G

CUSIP No. 45890H100                                              PAGE 6 OF 9

ITEM 4.   OWNERSHIP.

      Polar  Securities Inc. serves as the investment  manager to North Pole
and a number of discretionary  accounts with respect to which it has voting and
dispositive  authority over the Shares reported in this Schedule 13G.

      Each of the Reporting Persons hereby disclaims any beneficial ownership of
any such Shares.

      A. Polar Securities

         (a) Amount beneficially owned: 685,450

         (b) Percent of class: 6.5% (all percentages herein are based on
         10,485,300 Shares reported to be outstanding as of October 16, 2007 as
         reflected in the 8-K filed by the Company on October 23, 2007 and the
         424B4 filed by the Company on October 4, 2007.

         (c) Number of shares as to which such person has:

            (i)   sole power to vote or to direct the vote: 0 Shares.

            (ii)  shared power to vote or to direct the vote: 685,450 Shares.

            (iii) sole power to dispose or to direct the disposition of: 0
                  Shares.

            (iv)  shared power to dispose or to direct the disposition of:
685,450 Shares

      B. North Pole

         (a) Amount beneficially owned: 418,300

         (b) Percent of class: 4.0%

         (c) Number of shares as to which such person has:

            (i)   sole power to vote or to direct the vote: 0 Shares.

            (ii)  shared power to vote or to direct the vote: 418,300 Shares.

            (iii) sole power to dispose or to direct the disposition of: 0
                  Shares.

            (iv)  shared power to dispose or to direct the disposition of:
                  418,300 Shares




Schedule 13G

CUSIP No. 45890H100                                              PAGE 7 OF 9


ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

            Not applicable.

ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

            See Item 4.

ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
            THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

            Not applicable.

ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

            See Item 4.

ITEM 9.     NOTICE OF DISSOLUTION OF GROUP

            Not applicable.

ITEM 10.    CERTIFICATION (if filing pursuant to Rule 13d-1(c))

      Each of the Reporting Persons hereby makes the following certification:

By signing below each Reporting Person certifies that, to the best of its
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and not held in
connection with or as a participant in any transaction having that purpose or
effect.



Schedule 13G

CUSIP No. 45890H100                                              PAGE 8 OF 9


                                   SIGNATURES

      After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.


DATED:  November 13, 2007                Polar Securities Inc.
                                         /s/ Paul Sabourin
                                         -----------------------------------
                                         Paul Sabourin
                                         Chief Investment Officer

                                         North Pole Capital Master Fund
                                         By:  Polar Securities Inc.
                                         /s/ Paul Sabourin
                                         -----------------------------------
                                         Paul Sabourin
                                         Chief Investment Officer





Schedule 13G

CUSIP No. 45890H100                                              PAGE 9 OF 9


                                   EXHIBIT 1
                           JOINT ACQUISITION STATEMENT

                            PURSUANT TO RULE 13d-1(k)

      The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G, is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G, shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.

DATED:  November 13, 2007                Polar Securities Inc.
                                         /s/ Paul Sabourin
                                         -----------------------------------
                                         Paul Sabourin
                                         Chief Investment Officer

                                         North Pole Capital Master Fund
                                         By:  Polar Securities Inc.
                                         /s/ Paul Sabourin
                                         -----------------------------------
                                         Paul Sabourin
                                         Chief Investment Officer