##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                to
 Commission file number: 000-51412
 Quintana Maritime Limited
  Republic of the Marshall Islands
    
    98-0453513(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 c/o Quintana Management LLC
Attention: Stamatis Molaris
Pandoras 13 & Kyprou Street
166 74 Glyfada
Greece
 +30 210 898 6820
   o þ
 o þ
 þ o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
 o þ




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##### 



DOCUMENTS INCORPORATED BY REFERENCE
  TABLE OF CONTENTS
 PART IItem 1. Business
    
    1Item 1A. Risk Factors
    
    12Item 1B. Unresolved Staff Comments
    
    24Item 2. Properties
    
    24Item 3. Legal Proceedings
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    25PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    26Item 6. Selected Financial Data
    
    27Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    29Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    37Item 8. Financial Statements and Supplementary Data
    
    38Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
    
    60Item 9A. Controls and Procedures
    
    60Item 9B. Other Information
    
    60PART IIIItem 10. Directors and Executive Officers of the Registrant
    
    61Item 11. Executive Compensation
    
    61Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
    
    61Item 13. Certain Relationships and Related Transactions
    
    61Item 14. Principal Accounting Fees and Services
    
    61PART IVItem 15. Exhibits and Financial Statement Schedules
    
    62Signatures
    
    63ExhibitsList of SubsidiariesConsent of Independent Registered Public Accounting FirmCertification pursuant to Section 302 by CEOCertification pursuant to Section 302 by CFOCertification pursuant to Section 906 by CEOCertification pursuant to Section 906 by CFO




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FORWARD-LOOKING STATEMENTS
 In addition to historical information, this Annual Report on Form 10-K contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as amended and the Private
Securities Litigation Reform Act of 1995 and are intended to be covered by the safe harbor provided
for under these sections. These statements may include words such as believe, estimate,
project, intend, expect, plan, anticipate, and similar expressions in connection with any
discussion of the timing or nature of future operating or financial performance or other events.
Forward-looking statements reflect managements current expectations and observations with respect
to future events and financial performance. Where we express an expectation or belief as to future
events or results, such expectation or belief is expressed in good faith and believed to have a
reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and
other factors, which could cause actual results to differ materially from future results expressed,
projected, or implied by those forward-looking statements. The principal factors that affect our
financial position, results of operations and cash flows include, charter market rates, which are
currently above historic averages, and periods of charter hire, vessel operating expenses and
voyage costs, which are incurred primarily in U.S. dollars, depreciation expenses, which are a
function of the cost of our vessels, significant vessel improvement costs and our vessels
estimated useful lives, and financing costs related to our indebtedness. Our actual results may
differ materially from those anticipated in these forward looking statements as a result of certain
factors, including those discussed in this Annual Report in the section Risk Factors. You should
carefully review the risks described herein and in other documents we file with the Securities and
Exchange Commission, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K .
You should not place undue reliance on these forward-looking statements, which speak only as of the
date of this Annual Report on Form 10-K . We disclaim any intent or obligation to update publicly
any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.
 
 PART I
 
 ITEM
1. BUSINESS
    1




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Plan of Operations
 Time Charters
 Managements Discussion and Analysis of Financial Condition
and Results of Operations  Drydocking
  Our Fleet
  Year
    
    
    
    Vessel DeliveryVessel
    
    Type
    
    Dwt
    
    Built
    
    Shipbuilder
    
    DateFearless I
    
    Panamax
    
    73,427
    
    1997
    
    Hyundai
    
    April 2005King Coal
    
    Panamax
    
    72,873
    
    1997
    
    CSSC Taiwan
    
    April 2005Coal Glory
    
    Panamax
    
    73,670
    
    1995
    
    Hyundai
    
    April 2005Coal Age
    
    Panamax
    
    72,861
    
    1997
    
    Hyundai
    
    May 2005Iron Man
    
    Panamax
    
    72,861
    
    1997
    
    Hyundai
    
    May 2005Barbara
    
    Panamax
    
    73,390
    
    1997
    
    Halla Samho
    
    July 2005Coal Pride
    
    Panamax
    
    72,600
    
    1999
    
    Imabari
    
    August 2005Linda Leah
    
    Panamax
    
    73,390
    
    1997
    
    Halla Samho
    
    August 2005Iron Beauty
    
    Capesize
    
    165,500
    
    2001
    
    CSSC Taiwan
    
    October 2005Kirmar
    
    Capesize
    
    165,500
    
    2001
    
    CSSC Taiwan
    
    November 2005
 Fearless I Coal Glory Coal Age Iron Man Linda
Leah/Barbara Iron Beauty/Kirmar
 2




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Our Customers
  Risk FactorsWe depend
upon a limited number of customers for a large part of our revenues and the loss of one or more of
these customers could adversely affect our financial performance
 Charterer
    
    Percentage of 2005 Gross RevenuesA

    16.2%B

    15.7%C

    14.9%D

    12.3%E

    11.8%
  Management of Our Fleet
  Time Charters
  Initial Term; Extensions
  3




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Hire Rate
  Expenses
  Off-hire
  
    
    operational deficiencies; drydocking for repairs, maintenance or inspection; equipment
breakdowns; or delays due to accidents, fires or similar problems;
    
    our failure to maintain the vessel in compliance with its specifications and
contractual standards or to provide the required crew;
    
    seizure or detention by any authority unless such seizure or detention is occasioned by
any personal act or omission or default of the charterers or their agents, or by reason of
cargo carried; or
    
    arrest of the vessel on behalf of any party having or purporting to have a claim
against the vessel.
 Ship Management and Maintenance
  Termination
  Other Vessel Employment
  4




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Crewing; Employees
    Permits and Authorizations
  Environmental and Other Regulations
  Risk
FactorsWe are subject to regulation and liability under environmental laws that could require
significant expenditures and affect our cash flow and net income
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International Maritime Organization
   The United States
  
    
    natural resources damages and the costs of assessment thereof;
    
    real and personal property damages;
    
    net loss of taxes, royalties, rents, fees and other lost revenues;
    
    lost profits or impairment of earning capacity due to property or natural resources damage; and
 6




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
    
    net cost of public services necessitated by a spill response, such as protection from
fire, safety or
    
    health hazards, and loss of subsistence use of natural resources.
      7




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The Clean Water Act
  Vessel Security Regulations
 
 
    
    on-board installation of automatic information systems, or AIS, to enhance
vessel-to-vessel and vessel-to-shore communications;
    
    on-board installation of ship security alert systems;
    
    the development of vessel security plans; and
    
    compliance with flag state security certification requirements.
  Inspection by Classification Societies
  8




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
    
    Annual Surveys.For seagoing ships, annual surveys are conducted for the hull and the
machinery, including the electrical plant and where applicable for special equipment
classed, at intervals of 12 months from the date of commencement of the class period
indicated in the certificate.
    
    Intermediate Surveys.Extended annual surveys are referred to as intermediate surveys
and typically are conducted two and one-half years after commissioning and each class
renewal. Intermediate surveys may be carried out on the occasion of the second or third
annual survey.
    
    Class Renewal Surveys.Class renewal surveys, also known as special surveys, are
carried out for the ships hull, machinery, including the electrical plant and for any
special equipment classed, at the intervals indicated by the character of classification
for the hull. At the special survey the vessel is thoroughly examined, including
audio-gauging to determine the thickness of the steel structures. Should the thickness be
found to be less than class requirements, the classification society would prescribe steel
renewals. The classification society may grant a one year grace period for completion of
the special survey. Substantial amounts of money may have to be spent for steel renewals
to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the
special survey every four or five years, depending on whether a grace period was granted,
a ship owner has the option of arranging with the classification society for the vessels
hull or machinery to be on a continuous survey cycle, in which every part of the vessel
would be surveyed within a five year cycle. At an owners application, the surveys
required for class renewal may be split according to an agreed schedule to extend over the
entire class period. This process is referred to as continuous class renewal. All of our
vessels are on continuous class renewal.
   Risk of Loss and Liability Insurance
 General
  9




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Hull & Machinery and War and Strikes Risks Insurance
  Protection and Indemnity Insurance
   10




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Competition
  Available Information
 http://www.sec.gov
  Executive Officers
  Name
    
    Age
    
    PositionStamatis Molaris
    
    44
    
    Chief Executive Officer, President and DirectorPaul J. Cornell
    
    47
    
    Chief Financial Officer and TreasurerNikos Frantzeskakis
    
    46
    
    Chief Commercial OfficerSteve Putman
    
    30
    
    Vice President, General Counsel & Secretary
 Stamatis Molaris
 Paul J. Cornell
 Nikos Frantzeskakis
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##### Table of Contents



Steve Putman
 
 ITEM
1A. RISK FACTORS
 You should consider carefully the following factors, as well as the other information set
forth in this Form 10-K and Quintanas other SEC filings. Some of the following risks relate
principally to the industry in which we operate and our business in general. Other risks relate
principally to the securities market and ownership of our common stock. The occurrence of any of
the events described in this section could significantly and negatively affect our business,
financial condition, operating results or cash available for dividends or the trading price of our
common stock and cause you to lose all or part of your investment.
 Company Specific Risk Factors
 Because we are a new company with a limited operating history, we may be less successful in
implementing our business strategy than a more seasoned company.
  We cannot assure you that our board of directors will declare dividends.
  Managements
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Discussion and Analysis of Financial Condition and Results of OperationsRevolving Credit
FacilityRestrictive Covenants Managements Discussion and Analysis of Financial Condition and Results of OperationsRevolving
Credit Facility
 Our earnings may be adversely affected if we do not successfully employ our vessels on medium- or
long-term time charters or take advantage of favorable opportunities in the spot market.
  We may have difficulty properly managing our planned growth through acquisitions of additional
vessels.
  
    
    locating and acquiring suitable vessels;
    
    identifying and consummating vessel acquisitions or joint ventures relating to vessel
acquisitions;
    
    enlarging our customer base;
    
    managing our expansion; and
    
    obtaining required financing on acceptable terms.
  We cannot assure you that we will be able to borrow further amounts under our revolving credit
facility, which we may need to fund the acquisition of additional vessels.
  Restrictive covenants in our revolving credit facility impose, and any future debt facilities will
impose, financial and other restrictions on us.
  13




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
    
    pay dividends or make capital expenditures if we do not repay amounts drawn under the
revolving credit facility when due, if there is a default under the revolving credit
facility or if the payment of the dividend or capital expenditure would result in a
default or breach of a loan covenant;
    
    incur additional indebtedness, including through the issuance of guarantees;
    
    change the flag, class or management of our vessels;
    
    create liens on our assets;
    
    sell our vessels;
    
    merge or consolidate with, or transfer all or substantially all our assets to, another person; and
    
    enter into a new line of business.
 Managements Discussion and Analysis of Financial Condition and
Results of OperationsRevolving Credit FacilityFinancial Covenants.
 Servicing future indebtedness would limit funds available for other purposes, such as the payment
of dividends.
  Unless we set aside reserves for vessel replacement, at the end of a vessels useful life our
revenue will decline.
  14




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Market for Registrants Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity SecuritiesDividend Policy
 Purchasing and operating secondhand vessels may result in increased operating costs and reduced
fleet utilization.
   When our time charters end, we may not be able to replace them promptly or with profitable ones.
   Charterers may default on time charters that provide for above-market rates.
  15




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Contracts of affreightment may result in losses.
  The international dry-bulk shipping industry is highly competitive, and we may not be able to
compete successfully for charters with new entrants or established companies with greater
resources.
  We may be unable to retain key management personnel and other employees in the shipping industry,
which may negatively impact the effectiveness of our management and results of operations.
  Risks associated with operating oceangoing vessels could negatively affect our business and
reputation, which could adversely affect our revenues and stock price.
  
    
    marine disaster;
    
    environmental accidents;
    
    cargo and property losses or damage;
    
    business interruptions caused by mechanical failure, human error, war, terrorism,
political action in various countries, labor strikes or adverse weather conditions; and
    
    piracy.
  The operation of dry-bulk carriers has certain unique operational risks.
  16




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Our vessels may suffer damage and we may face unexpected costs, which could adversely affect our
cash flow and financial condition.
  The shipping industry has inherent operational risks that may not be adequately covered by our
insurance.
  If we acquire additional dry-bulk carriers and those vessels are not delivered on time or are
delivered with significant defects, our earnings and financial condition could suffer.
  The aging of our fleet may result in increased operating costs in the future, which could adversely
affect our earnings.
  17




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We may earn United States source income that is subject to tax, thereby reducing our earnings.
 Summary of Significant Accounting
PoliciesIncome Taxes.
 U.S. tax authorities could treat us as a passive foreign investment company, which could have
adverse U.S. federal income tax consequences to U.S. holders.
   The enactment of proposed legislation could affect whether dividends paid by us constitute
qualified dividend income eligible for a preferential rate of federal income taxation.
  18




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Because we expect to generate all of our revenues in U.S. Dollars but may incur a portion of our
expenses in other currencies, exchange rate fluctuations could hurt our results of operations.
  We depend upon a limited number of customers for a large part of our revenues and the loss of one
or more of these customers could adversely affect our financial performance.
   
    
    the customer fails to make charter payments because of its financial inability,
disagreements with us or otherwise; or
    
    the customer terminates the charter because we fail to deliver the vessel within a
fixed period of time, the vessel is lost or damaged beyond repair, there are serious
deficiencies in the vessel or prolonged periods of off-hire, or we default under the
charter.
  We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to
us in order to satisfy our financial obligations and to make dividend payments.
  As we expand our business, we may need to improve our operating and financial systems and will need
to recruit suitable employees and crew for our vessels.
  19




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Industry Specific Risk Factors
 The international dry-bulk shipping sector is extremely cyclical and volatile; these factors may
lead to reductions and volatility in our charter hire rates, vessel values and results of
operations.
   
    
    demand for and production of dry-bulk products;
    
    global and regional economic conditions;
    
    environmental and other regulatory developments;
    
    the distance dry-bulk is to be moved by sea; and
    
    changes in seaborne and other transportation patterns.
  
    
    the number of newbuilding deliveries;
    
    the scrapping rate of older vessels;
    
    vessel casualties;
    
    the number of vessels that are out of service;
    
    the price of steel;
    
    changes in environmental and other regulations that may limit the useful lives of vessels; and
    
    port congestion.
  20




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Charter hire rates in the dry-bulk sector are above historical averages and future growth will
depend on continued economic growth in the world economy that exceeds the capacity of the growing
world fleets ability to match it.
  We may not be able to draw down the full amount under our revolving credit facility if the market
value of our vessels declines.
   We may breach some of the covenants under our revolving credit facility if the market price of our
vessels, which are currently near historically high levels, declines.
  Our substantial operations outside the United States expose us to political, governmental and
economic instability, which could harm our operations.
  21




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Seasonal fluctuations in industry demand could adversely affect our operating results and the
amount of available cash with which we can pay dividends.
  We are subject to regulation and liability under environmental laws that could require significant
expenditures and affect our cash flow and net income.
   BusinessEnvironmental and Other Regulations
 We are subject to international safety regulations and the failure to comply with these regulations
may subject us to increased liability, may adversely affect our insurance coverage and may result
in a denial of access to, or detention in, certain ports.
   22




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Maritime claimants could arrest one or more of our vessels, which could interrupt our cash flow.
  Governments could requisition our vessels during a period of war or emergency, resulting in a loss
of earnings.
  Increased inspection procedures and tighter import and export controls could increase costs and
disrupt our business.
   An economic slowdown in Asia could have a material adverse effect on our business, financial
position and results of operations.
  23




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World events could affect our results of operations and financial condition.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
 Commitments and Other Contingencies
 BusinessOur Fleet
 
 ITEM 3. LEGAL PROCEEDINGS
  Legal Proceedings Related to Mr. Molaris
  24




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
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  25




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PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
  Cash Dividend PerPeriod
    
    High
    
    Low
    
    ShareFiscal 2005:Three Months Ended December 31, 2005
    
    $
    11.70
    
    
    $
    9.40
    
    
    $
    0.21Three Months Ended September 30, 2005
    
    $
    12.00
    
    
    $
    9.85
    
    
    $
    0.20Three Months Ended June 30, 2005 (1)
    
    
    
    
    
    
    
    
    
    $
    0.05Three Months Ended March 31, 2005 (1)
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The Company commenced operations in April 2005 and did not begin trading on the Nasdaq
until July 19, 2005. Accordingly, sales prices are not presented for the first or second
fiscal quarters of 2005 or for any fiscal quarter in 2004. Dividend Policy
  Risk FactorsWe cannot assure you that our Board of
Directors will declare dividends.
   26




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ITEM 6. SELECTED FINANCIAL AND OTHER DATA
  27




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Period fromJanuary 13,2005 (inception)to December 31,2005(In thousands ofU.S. dollarsexcept per sharedata)Income Statement DataNet revenue
    
    $
    40,275Vessel operating expenses
    
    
    6,820General and administrative expenses
    
    
    5,301Management Fees
    
    
    591Depreciation and amortization
    
    
    11,648Operating income
    
    $
    15,915Interest expense,net
    
    $
    (5,140
    )Finance costs
    
    
    (5,190
    )Foreign exchange losses and other, net
    
    
    (57
    )Total other income (expense), net
    
    $
    (10,387
    )Net income
    
    $
    5,528Net income per common shareBasic
    
    $
0.39Diluted
    
    $
0.39Dividends declared and paid per share
    
    $
0.25Weighted average shares outstandingBasic
    
    
    14,134,268Diluted
    
    
    14,239,907Balance Sheet Data (at period end)Cash and cash equivalents
    
    $
    4,259Vessels net of accumulated depreciation
    
    
    446,475Other assets
    
    
    15,292Total assets
    
    $
    466,026Other liabilities
    
    $
    6,603Long Term Debt
    
    
    210,000Shareholders equity
    
    
    249,423Total liabilities and shareholders equity
    
    $
    466,026Cash flow DataNet cash from operating activities
    
    $
    25,856Net cash used in investing activities
    
    
    (467,727
    )Net cash from financing activities
    
    
    446,130Cash and cash equivalents at end of the period
    
    $
    4,259
 28




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Period from January 13, 2005
(inception) to December 31,2005
(In U.S. Dollars per day, unless othewise stated)Panamax
    
    
    Capesize
    
    
    TotalFleet
    
    
    Fleet
    
    
    FleetOther Data:Ownership days
    
    
    1,709
    
    
    
    126
    
    
    
    1,835Operating days under fixed rate time charter
    
    
    1,463
    
    
    
    121
    
    
    
    1,584Operating days under variable rate time charter
    
    
    163
    
    
    
    
    
    
    
    163Utilization
    
    
    95.2
    %
    
    
    95.6
    %
    
    
    95.2
    %TCE rate per ship per day  fixed rate
    
    $
    23,362
    
    
    $
    45,851
    
    
    $
    25,074TCE rate per ship per day  variable rate
    
    $
    17,129
    
    
    
    
    
    
    $
    17,129Net daily revenue per ship per day
    
    $
    20,732
    
    
    $
    41,930
    
    
    $
    22,188Vessel operating expenses per ship per day
    
    $
    (3,732
    )
    
    $
    (3,501
    )
    
    $
    (3,716
    )Net Operating Cash Flow per ship per day before general and administrative expenses
    
    $
    17,000
    
    
    $
    38,429
    
    
    $
    18,471
 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of financial condition and results of operations should
be read in conjunction with our consolidated financial statements and the notes thereto included
elsewhere in this filing.
 Executive Overview
  29




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Results of Operations
  Charters
  
    
    Ownership days.We define ownership days as the aggregate number of days in a period
during which each vessel in our fleet has been owned by us. Ownership days are an
indicator of the size of our fleet over a period and affect both the amount of revenues
and the amount of expenses that we record during a period.
    
    Operating days.We define operating days as the number of our ownership days in a
period less the aggregate number of days that our vessels are off-hire due to any
reason. The shipping industry uses operating days to measure the aggregate number of
days in a period during which vessels actually generate revenues.
    
    Fleet utilization.We calculate fleet utilization by dividing the number of our
operating days during a period by the number of our ownership days during the period.
The shipping industry uses fleet utilization to measure a companys efficiency in
finding suitable employment for its vessels and minimizing the amount of days that its
vessels are off-hire for reasons other than scheduled repairs or repairs under
guarantee, vessel upgrades, special surveys or vessel positioning.
    
    TCE rates.We define TCE (Time Charter Equivalent) rates as our voyage and time
charter revenues less voyage expenses during a period divided by the number of our
ownership days during the period, which is consistent with industry standards. TCE rate
is a shipping industry performance measure used primarily to compare daily earnings
generated by vessels on time charters with daily earnings generated by vessels on voyage
charters.
    
    Spot Charter Rates.Spot charter hire rates are volatile and fluctuate on a seasonal
and year to year basis. The fluctuations are caused by imbalances in the availability of
cargoes for shipment and the number of vessels available at any given time to transport
these cargoes.
    
    Voyage and Time Charter Revenue.Our revenues will be driven primarily by the number
of vessels in our fleet, the number of days during which our vessels operate and the
amount of
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daily charter hire rates that our vessels earn under charters, which, in turn,
will be affected by a number of factors, including:
 o
    
    the duration of our charters;o
    
    our decisions relating to vessel acquisitions and disposals;o
    
    the amount of time that we spend positioning our vessels;o
    
    the amount of time that our vessels spend in drydock undergoing repairs;o
    
    the amount of time that our vessels spend in connection with maintenance and upgrade work;o
    
    the age, condition and specifications of our vessels;o
    
    levels of supply and demand in the dry-bulk shipping industry; ando
    
    other factors affecting spot market charter hire rates for dry-bulk carriers.
  Kirmar Kirmar
 Logistics Operations
  Net Revenues
 Kirmar
 Commissions
  31




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Vessel Operating Expenses
  General and Administrative Expenses
  Management Fees
  Depreciation
  Time Charter Value Amortization
 Iron Beauty
 32




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Drydocking
  Interest Expense
  Financing Costs
  Inflation
  Liquidity and Capital Resources
   33




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Bridge Loan Facility
  Term Loan Facility
  Revolving Credit Facility
 General . Iron Beauty Kirmar
 Fees and Interest.
  Term and Facility Limit.
  34




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Prepayments.
  Guaranty; Security.
 Conditions.
 Financial Covenants.
 
    
    a ratio of total debt to total capitalization (each as defined in the credit
agreement) of no more than 0.65 to 1.00;
    
    minimum liquidity on the last day of each quarter of $525,000 per vessel;
    
    a ratio of EBITDA to cash interest expense (each as defined in the credit
agreement) of no less than 2.00 to 1.00 on a trailing four-quarter basis;
    
    the fair market value of collateral of at least 135% of outstanding loans and
letter of credit; and
    
    consolidated net worth (as defined in the credit agreement) of at least 80% of
$248.0 million.
 Restrictive Covenants.
   Off-balance Sheet Arrangements
  35




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##### Table of Contents



Contractual Obligations
  ThreeOne to
    
    
    Years to
    
    
    MoreWithin
    
    
    Three
    
    
    Five
    
    
    Than FiveOne Year
    
    
    Years
    
    
    Years
    
    
    Years
    
    
    Total(in thousands)Revolving credit facility
    
    
    
    
    
    
    
    
    
    $
    22,743
    
    
    $
    187,257
    
    
    $
    210,000Office lease(1)
    
    $
    196.1
    
    
    $
    205.9
    
    
    
    
    
    
    
    
    
    
    $
    402Total
    
    $
    196.1
    
    
    $
    205.9
    
    
    $
    22,743
    
    
    $
    187,257
    
    
    $
    210,402
 
 (1)
    
    Represents the U.S. Dollar equivalent of lease payments in Euros as calculated in
accordance with the rate of $1.18
to 1.00 as of December 31, 2005. Such rate was $1.19 to
1.00 as of March 1, 2005. Our office lease has a two-year term. Critical Accounting Policies
  Impairment of long-lived assets
  Vessel depreciation
  Drydocking costs
  Fair Value of Time Charter
  36




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##### Table of Contents



Recent accounting pronouncements
    
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rates
    37




---



##### Table of Contents



Currency and Exchange Rates
  
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO FINANCIAL STATEMENTS
 Report of independent registered public accounting firm
    
    
    39Consolidated
balance sheet as of December 31, 2005
    
    
    40Consolidated
statement of operations for the period from January 13, 2005 (inception) to December 31, 2005
    
    
    41Consolidated
statement of shareholders equity for the period from
January 13, 2005 (inception) to December 31, 2005
    
    
    42Consolidated
statement of cash flows for the period from January 13, 2005 (inception) to December 31, 2005
    
    
    43Notes
to consolidated financial statements
    
    
    44Supplementary Data
    
    
    59
 38




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
    
 39




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##### Table of Contents



Quintana Maritime Limited
Consolidated Balance Sheet
(All amounts expressed in thousands of U.S. Dollars except share data)
 December 31,2005AssetsCurrent assets :Cash and cash equivalents
    
    $
    4,259Inventories
    
    
    378Due from charterers, net of provision for bad debt
    
    
    1,244Other receivables
    
    
    480Prepaid expenses and other current assets
    
    
    867Total current assets
    
    
    7,228Property and equipment:Vessels, net of accumulated depreciation of $11,309
    
    
    446,475Other fixed assets, net of accumulated depreciation of $59
    
    
    384Total property and equipment
    
    
    446,859Deferred financing costs, net of accumulated amortization of $5,190
    
    
    1,959Deferred time charter premium, net of accumulated amortization of
$440
    
    
    9,060Deferred dry docking costs, net of accumulated amortization of $280
    
    
    920Total assets
    
    $
    466,026Liabilities and shareholders equityCurrent liabilities :Accounts payable
    
   $
    1,474Sundry liabilities and accruals
    
    
    3,413Deferred income
    
    
    1,716Total current liabilities
    
    
    6,603Long term
debt
    
    
    210,000Shareholders equity:Common stock
at $0.01 par value  100,000,000 shares authorized,
23,846,742 shares outstanding
    
    
    238Additional paid-in capital
    
    
    254,732Deferred stock-based compensation
    
    
    (5,187
    )Accumulated deficit
    
    
    (360
    )Total shareholders equity
    
    
    249,423Total liabilities and shareholders equity
    
    $
    466,026
  40




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##### Table of Contents



QUINTANA MARITIME LIMITED  Consolidated Statement of Operations  For the period from January 13, 2005 (inception) to December 31,2005  (All amounts expressed in thousands of U.S. Dollars except share data )
 Period fromJanuary 13, 2005(inception) toDecember 31,2005REVENUES:Voyage revenue
    
    $
    42,062Commissions
    
    
    (1,787
    )Net revenue
    
    $
    40,275EXPENSES:Vessel operating expenses
    
    
    6,820General and administrative expenses
    
    
    5,301Management Fees
    
    
    591Depreciation and amortization
    
    
    11,648Operating income
    
    $
    15,915OTHER INCOME (EXPENSES):Interest expense
    
    $
    (5,367
    )Interest income
    
    
    228Finance costs
    
    
    (5,190
    )Foreign exchange losses and other, net
    
    
    (58
    )Total other income (expense), net
    
    $
    (10,387
    )Net income
    
    $
    5,528Net income per common share:Basic
    
    
    $0.39Diluted
    
    
    $0.39Weighted average shares outstanding:Basic
    
    
    14,134,268Diluted
    
    
    14,239,907
  41




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##### Table of Contents



Quintana Maritime Limited
Consolidated Statement of Shareholders Equity
(All amounts expressed in thousands of U.S. Dollars-except per share data)
 CommonStock,
    
    
    
    
    
    
    DeferredNumber of
    
    
    $0.01 Par
    
    
    Additional Paid-
    
    
    stock-based
    
    
    AccumulatedShares
    
    
    Value
    
    
    in Capita l
    
    
    compensation
    
    
    Deficit
    
    
    TotalBalance, January 13, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock &
capital contributions
    
    
    6,319,492
    
    
    $
    63
    
    
    $
    68,342
    
    
    
    
    
    
    
    
    
    
    $
    68,405Initial public offering, net of
issuance costs
    
    
    16,968,500
    
    
    
    170
    
    
    
    180,592
    
    
    
    
    
    
    
    
    
    
    
    180,762Deferred stock-based compensation
    
    
    558,750
    
    
    
    5
    
    
    
    5,798
    
    
    $
    (5,803
    )
    
    
    
    
    
    
    Amortization of deferred
stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    616
    
    
    
    
    
    
    
    616Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (5,888
    )
    
    
    (5,888
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,528
    
    
    
    5,528Balance, December 31, 2005
    
    
    23,846,742
    
    
    $
    238
    
    
    $
    254,732
    
    
    $
    (5,187
    )
    
    $
    (360
    )
    
    $
    249,423
  42




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##### Table of Contents



Quintana Maritime Limited
Consolidated Statement of Cash Flows
(All amounts expressed in thousands of U.S. Dollars)
 Period fromJanuary 13, 2005(inception) toDecember 31, 2005Cash flows from operating activities:Net income
    
    $
    5,528Adjustments to reconcile net loss to net cash provided
by operating activitiesDepreciation and amortization
    
    
    11,648Amortization and write-off of deferred finance and
legal costs
    
    
    5,190Amortization of time charter fair value
    
    
    440Amortization of stock based compensation
    
    
    616Provision for bad debt
    
    
    207Changes in assets and liabilities:Increase in inventories
    
    
    (378
    )Increase in due from charterer, net
    
    
    (1,451
    )Increase in other receivables
    
    
    (480
    )Increase in prepaid expenses
    
    
    (867
    )Increase in accounts payable
    
    
    1,474Increase in sundry liabilities and accruals
    
    
    3,413Increase in deferred income
    
    
    1,716Deferred drydock costs incurred
    
    
    (1,200
    )Net cash from operating activities
    
    $
    25,856Cash flows from investing activities:Vessel acquisitions
    
    
    (457,784
    )Time Charter Premium
    
    
    (9,500
    )Purchases of property, plant and equipment
    
    
    (443
    )Net cash used in investing activities
    
    $
    (467,727
    )Cash flows from financing activities:Proceeds from long-term debt
    
    
    628,621Payment of long-term debt
    
    
    (411,621
    )Pay down on term loan facility
    
    
    (7,000
    )Payment of financing costs
    
    
    (7,149
    )Initial issuance of paid-in capital and common stock
    
    
    68,405Proceeds from initial public offering
    
    
    182,942Issuance costs of initial public offering
    
    
    (2,180
    )Dividends paid
    
    
    (5,888
    )Net cash from financing activities
    
    $
    446,130Net increase in cash and cash equivalents
    
    
    4,259Cash and cash equivalents at beginning of the period
    
    
    Cash and cash equivalents at end of the period
    
    $
    4,259Supplemental disclosure of cash flow information:Cash paid during the period for interest
    
    $
    3,064Deferred stock-based compensation
    
    $
    5,803
  43




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 1. Basis of Presentation and General Information
 The Company
     DeadweightTonnage (inCompany
    
    Vessel
    
    Agreement Date
    
    metric tons)
    
    
    Built
    
    

Delivery DateFearless Shipco LLC
    
    Fearless I
    
    February 18, 2005
    
    
    73,427
    
    
    
    1997
    
    
    April 11, 2005King Coal Shipco LLC
    
    King Coal
    
    February 25, 2005
    
    
    72,873
    
    
    
    1997
    
    
    April 12, 2005Coal Glory Shipco LLC
    
    Coal Glory
    
    March 21, 2005
    
    
    73,670
    
    
    
    1995
    
    
    April 13, 2005Iron Man Shipco LLC
    
    Iron Man
    
    March 15, 2005
    
    
    72,861
    
    
    
    1997
    
    
    May 6, 2005Coal Age Shipco LLC
    
    Coal Age
    
    March 15, 2005
    
    
    72,861
    
    
    
    1997
    
    
    May 4, 2005Barbara Shipco LLC
    
    Barbara
    
    March 24, 2005
    
    
    73,390
    
    
    
    1997
    
    
    July 20, 2005Coal Pride Shipco LLC
    
    Coal Pride
    
    March 29, 2005
    
    
    72,600
    
    
    
    1999
    
    
    August 16, 2005Linda Leah Shipco LLC
    
    Linda Leah
    
    March 24, 2005
    
    
    73,390
    
    
    
    1997
    
    
    August 22, 2005Iron Beauty Shipco LLC
    
    Iron Beauty
    
    September 2, 2005
    
    
    165,500
    
    
    
    2001
    
    
    October 18, 2005Kirmar Shipco LLC
    
    Kirmar
    
    September 2, 2005
    
    
    165,500
    
    
    
    2001
    
    
    November 11, 2005
   44




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 2.
    
    Significant Accounting Policies
 Basis of presentation
  Principles of consolidation
  Use of estimates
  Other comprehensive income/(loss)
  Foreign currency translation
  Cash and cash equivalents
  Due from charterers, net of provision for bad debt
  45




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 2.
    
    Summary of Significant Accounting Policies (continued)
 Due from charterers, net of provision for bad debt (continued)
  Inventories
  Other Fixed Assets
  Description of Asset
    
    Useful LifeLeasehold improvement
    
    2 yearsFurniture, fixtures, and other equipment
    
    4 yearsVessel equipment
    
    02 yearsComputer equipment
    
    3 years
 Impairment of long-lived assets
  46




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 2.
    
    Summary of Significant Accounting Policies (continued)
 Vessel cost
  Vessel depreciation
  Drydocking costs
  Financing costs
  Pension and retirement benefit obligationscrew
  Revenues and expenses
  47




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 2.
    
    Summary of Significant Accounting Policies (continued)
 Revenues and expenses (continued)
  Barbara
 Repairs and maintenance
  Income taxes
    48




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 2.
    
    Summary of Significant Accounting Policies (continued)
 Income Taxes (continued)
    Financial Instruments
  Segment reporting
  49




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 2.
    
    Summary of Significant Accounting Policies (continued)
 Segment reporting (continued)
  Derivatives
  Earnings/(loss) per share
   Period fromJanuary 13, 2005(inception) toDecember 31, 2005Common shares outstanding, basic:Weighted average common shares outstanding, basic
    
    
    14,134,268Common shares outstanding, diluted:Weighted average common shares outstanding, diluted
    
    
    14,134,668Weighted average restricted stock awards
    
    
    105,639Weighted average common shares outstanding, diluted
    
    
    14,239,907
 50




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 2.
    
    Summary of Significant Accounting Policies (continued)
 Share-based Compensation
      Recent accounting pronouncements
  51




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 2.
    
    Summary of Significant Accounting Policies (continued)
 Recent accounting pronouncements (continued)
   3. Vessel Acquisitions
  Deadweighttonnage (in
    
    
    
    
    
    
    Acquisition CostVessel
    
    metric tons)
    
    
    Agreement Date
    
    Delivery Date
    
    (in thousands)Fearless I
    
    
    73,427
    
    
    February 18, 2005
    
    April 11, 2005
    
    $
    40,616King Coal
    
    
    72,873
    
    
    February 25, 2005
    
    April 12, 2005
    
    
    40,582Coal Glory
    
    
    73,670
    
    
    March 21, 2005
    
    April 13, 2005
    
    
    39,149Iron Man
    
    
    72,861
    
    
    March 15, 2005
    
    May 6, 2005
    
    
    41,441Coal Age
    
    
    72,861
    
    
    March 15, 2005
    
    May 4, 2005
    
    
    41,447Barbara
    
    
    73,390
    
    
    March 24, 2005
    
    July 20, 2005
    
    
    42,183Coal Pride
    
    
    72,600
    
    
    March 29, 2005
    
    August 16, 2005
    
    
    43,126Linda Leah
    
    
    73,390
    
    
    March 24, 2005
    
    August 22, 2005
    
    
    42,156Iron Beauty
    
    
    165,500
    
    
    September 2, 2005
    
    October 18, 2005
    
    
    63,725Kirmar
    
    
    165,500
    
    
    September 2, 2005
    
    November 11, 2005
    
    
    63,359Total
    
    
    
    
    
    
    
    
    
    $
    457,784
  52




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 4. Other fixed assets
  AccumulatedOther Fixed Assets
    
    Cost
    
    
    Depreciation
    
    
    Net Book Value(in thousands)Hardware
    
    $
    91.1
    
    
    $
    (27.3
    )
    
    $
    63.8Software
    
    
    145.1
    
    
    
    (12.1
    )
    
    
    133.0Leasehold improvments
    
    
    65.2
    
    
    
    
    
    
    
    65.2Furniture and fixtures
    
    
    62.9
    
    
    
    (10.9
    )
    
    
    52.0Other
    
    
    78.7
    
    
    
    (8.5
    )
    
    
    70.2Total
    
    $
    443.0
    
    
    $
    (58.8
    )
    
    $
    384.2
  5.
    
    Deferred Charges
  Time CharterFinance Costs
    
    
    Drydocking
    
    
    Premium(in thousands)January 13, 2005
    
    
    
    
    
    
    
    
    
    
    Additions
    
    $
    7,149
    
    
    $
    1,200
    
    
    $
    9,500Amortization
    
    
    (483
    )
    
    
    (280
    )
    
    
    (440
    )Write-offs
    
    
    (4,707
    )
    
    
    
    
    
    
    December 31, 2005
    
    $
    1,959
    
    
    $
    920
    
    
    $
    9,060
 Iron Beauty Iron Beauty
 6.
    
    Prepaid Expenses and Other Current Assets
  Period from January 13, 2005Prepaid Expenses and Other Current Assets
    
    (inception) to December 31, 2005(in thousands)Director and officer liability insurance
    
    $
    447Other prepaid expenses
    
    
    420Total
    
    $
    867
 53




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 7.
    
    Other Receivables
  8.
    
    Sundry Liabilities and Accruals
  Period fromJanuary 13, 2005(inception) toSundry Liabilities and Accruals
    
    December 31, 2005(in thousands)Interest expense
    
    $
    2,302Other sundry liabilities and accruals
    
    
    1,111Total
    
    $
    3,413
 9.
    
    Financing Costs
  10.
    
    Long-Term Debt
 Bridge Loan Facility
  Term Loan Facility
  Revolving Credit Facility
  54




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 10.
    
    Long-Term Debt (continued)
 Revolving Credit Facility (continued)
  11.
    
    Related Party Transactions
    12.
    
    Technical-management company
  55




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 12.
    
    Technical-management company (continued)
  13.
    
    Commitments and Contingent Liabilities
  Amount(in thousands)January 1, 2006 to December 31, 2006
    
    $
    196.1January 1, 2007 to December 31, 2007
    
    
    205.9Total
    
    $
    402.0
  14.
    
    Equity Offering
   15.
    
    Stock Split and Stock Dividend
  56




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 15.
    
    Stock Split and Stock Dividend (continued)
  16.
    
    Cash Dividend
  17.
    
    Stock Incentive Plan
 2005 Awards
  Outstanding Restricted Stock
  WeightedNumber of
    
    
    Average FairShares
    
    
    Value Per ShareOutstanding at January 13, 2005 (inception)
    
    
    0Granted
    
    
    558,750
    
    
    $
    10.39Vested
    
    
    Canceled or expired
    
    
    Outstanding at December 31, 2005
    
    
    558,750
    
    
    $
    10.39
   57




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##### Table of Contents



Quintana Maritime Limited
Notes to the consolidated financial statements
(All amounts expressed in U.S. Dollars)
 17.
    
    Stock Incentive Plan (continued)
  18.
    
    Significant Customers
  Percentage of 2005 GrossCharterer
    
    RevenuesA
    
    
    16.2
    %B
    
    
    15.7
    %C
    
    
    14.9
    %D
    
    
    12.3
    %E
    
    
    11.8
    %
 19.
    
    Subsequent Events
 
    
    On January 31, 2006, the Company repaid an additional $3.0 million of principal on its
revolving credit facility, leaving a principal balance of $207.0 million.
    
    On February 28, 2006, the Company declared a cash dividend of $ 0.21 per share, payable
on March 15, 2006 to shareholders of record as of March 10, 2006.
 58




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##### Table of Contents



ITEM 8
(contd). SUPPLEMENTARY DATA
 Selected Quarterly Financial Information (Unaudited)
 Period fromJanuary 13, 2005
    
    
    Three Months Ended(inception) to
    
    
    June 30,
    
    
    September
    
    
    DecemberMarch 31, 2005
    
    
    2005
    
    
    30, 2005
    
    
    31, 2005(in thousands except share data)Net revenues
    
    
    
    
    
    $
    6,978
    
    
    $
    12,993
    
    
    $
    20,304Operating profit (loss)
    
    $
    (157
    )
    
    
    2,684
    
    
    
    4,597
    
    
    
    8,791Net income (loss)
    
    $
    (157
    )
    
    $
    744
    
    
    $
    204
    
    
    $
    4,737Net income (loss) per common share:Basic
    
    
    (0.02
    )
    
    
    0.12
    
    
    
    0.01
    
    
    
    0.20Diluted
    
    
    (0.02
    )
    
    
    0.12
    
    
    
    0.01
    
    
    
    0.20Weighted average shares outstanding:Basic
    
    
    6,319,492
    
    
    
    6,319,492
    
    
    
    19,517,470
    
    
    
    23,287,992Diluted
    
    
    6,319,492
    
    
    
    6,319,492
    
    
    
    19,627,598
    
    
    
    23,580,019
 59




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls over Financial Reporting
  
 ITEM 9B. OTHER INFORMATION
  60




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
   
 ITEM 11. EXECUTIVE COMPENSATION
   
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  61




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(1) and (2) Financial Statements and Schedules
  (a)(3) Exhibits
 ExhibitNo.
    
    
    Description3.1
    *
    
    
    Amended and Restated Articles of Incorporation3.2
    *
    
    
    Amended and Restated By-laws4.1
    *
    
    
    Form of Share Certificate10.1
    *
    
    
    Form of Vessel Management Agreement10.2
    *
    
    
    Agreement Related to Credit Facility10.3
    *
    
    
    First Supplemental Agreement to US$262,456,000 Credit Facility10.4
    *
    
    
    Second Supplemental Agreement to US$262,456,000 Credit Facility10.5
    *
    
    
    Registration Rights Agreement10.6
    *
    
    
    2005 Stock Incentive Plan10.7
    
    
    
    Form of Employee Restricted Stock Award Agreement (incorporated
by reference to Exhibit 10.1 to Current Report on Form 8-K filed
January 13, 2006)10.8
    
    
    
    Form of Director Restricted Stock Award Agreement (incorporated
by reference to Exhibit 10.2 to Current Report on Form 8-K filed
January 13, 2006)10.9
    
    
    
    Revolving Credit Facility (incorporated by reference to Exhibit
10.1 to Current Report on Form 8-K filed October 6, 2005)10.10
    
    
    
    Services Agreement between Quintana Maritime Limited and
Quintana Minerals Corporation, dated as of October 31, 2005
(incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K filed November 3, 2005)21.1
    **
    
    
    List of Subsidiaries23.1
    **
    
    
    Consent of Independent Registered Public Accounting Firm31.1
    **
    
    
    Certification pursuant to Section 302 of the Sarbanes- Oxley Act
of 2002 by Chief Executive Officer.31.2
    **
    
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 by Chief Financial Officer.32.1
    ***
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 by Chief Executive Officer.32.2
    ***
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 by Chief Financial Officer.
 
 *
    
    Incorporated by reference to the Companys Registration Statement filed on Form S-1 (File No.
333-124576) with the Securities and Exchange Commission on July 14, 2005.**
    
    Filed herewith***
    
    Furnished herewith 62




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##### Table of Contents



SIGNATURES
  Quintana Maritime LimitedBy:
    /s/ Stamatis MolarisStamatis MolarisPresident and Chief Executive Officer  /s/ Stamatis Molaris
    
    President, Chief Executive Officer, and DirectorStamatis Molaris
    
    (Principal Executive Officer)/s/ Paul J. Cornell
    
    Chief Financial Officer and Treasurer (PrincipalPaul J. Cornell
    
    Financial and Accounting Officer)/s/ Corbin J. Robertson, Jr.Corbin J. Robertson, Jr.
    
    Chairman of the Board of Directors/s/ Joseph R. EdwardsJoseph R. Edwards
    
    Director/s/ Gurpal Singh GrewalGurpal Singh Grewal
    
    Director/s/ Hans J. MendeHans J. Mende
    
    Director/s/ S. James NelsonS. James Nelson
    
    Director/s/ Corbin J. Robertson IIICorbin J. Robertson III
    
    Director
 63




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##### Table of Contents



Exhibit Index
 ExhibitNo.
    
    
    Description3.1
    *
    
    
    Amended and Restated Articles of Incorporation3.2
    *
    
    
    Amended and Restated By-laws4.1
    *
    
    
    Form of Share Certificate10.1
    *
    
    
    Form of Vessel Management Agreement10.2
    *
    
    
    Agreement Related to Credit Facility10.3
    *
    
    
    First Supplemental Agreement to US$262,456,000 Credit Facility10.4
    *
    
    
    Second Supplemental Agreement to US$262,456,000 Credit Facility10.5
    *
    
    
    Registration Rights Agreement10.6
    *
    
    
    2005 Stock Incentive Plan10.7
    
    
    
    Form of Employee Restricted Stock Award Agreement (incorporated
by reference to Exhibit 10.1 to Current Report on Form 8-K filed
January 13, 2006)10.8
    
    
    
    Form of Director Restricted Stock Award Agreement (incorporated
by reference to Exhibit 10.2 to Current Report on Form 8-K filed
January 13, 2006)10.9
    
    
    
    Revolving Credit Facility (incorporated by reference to Exhibit
10.1 to Current Report on Form 8-K filed October 6, 2005)10.10
    
    
    
    Services Agreement between Quintana Maritime Limited and
Quintana Minerals Corporation, dated as of October 31, 2005
(incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K filed November 3, 2005)21.1
    **
    
    
    List of Subsidiaries23.1
    **
    
    
    Consent of Independent Registered Public Accounting Firm31.1
    **
    
    
    Certification pursuant to Section 302 of the Sarbanes- Oxley Act
of 2002 by Chief Executive Officer.31.2
    **
    
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002 by Chief Financial Officer.32.1
    ***
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 by Chief Executive Officer.32.2
    ***
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 by Chief Financial Officer.
 
 *
    
    Incorporated by reference to the Companys Registration Statement filed on Form S-1 (File No.
333-124576) with the Securities and Exchange Commission on July 14, 2005.**
    
    Filed herewith***
    
    Furnished herewith 64