**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-K**


**ANNUAL
      REPORT**


**PURSUANT
      TO SECTION 13 OR 15(d) OF THE**


**SECURITIES
      EXCHANGE ACT OF 1934**





**(Mark
      one)**


**[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND**


**EXCHANGE
      ACT OF 1934**





For
      the
      fiscal year ended December 31, 2005





OR





**[_]
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND**


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from ________________ to ________________




Commission
        File No.: 001-32685
  Star
        Maritime Acquisition Corp.
 _______________
 (Exact
        Name of issuer as specified in its charter)
  Delaware
                20-202873585(State
                    or other jurisdiction of
                  incorporation
                    or organization)
                (I.R.S.
                    Employer
                  Identification
                    No.)
 _______________
  c/o
        Schwartz & Weiss, P.C.
 457
        Madison Avenue
 New York, New York
        10022
 (Address
        of principal executive offices) (Zip Code)





Registrant's
      telephone number, including area code: 212-752-3100





**Securities
      registered pursuant to Section 12(b) of the Act:**








**Common
      Stock, $.0001 par value**


(Title
      of
      Class)





**Common
      Stock Purchase Warrants**


(Title
      of
      Class)








**Securities
      registered pursuant to Section 12(g) of the Act: None**








Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.Yes oNox





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.           Yes o No x





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 x  No o





Indicate
      by check mark if disclosure of delinquent filers pursuant to item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the best
      of the registrant's knowledge in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any amendment to
      this
      Form 10-K. x





Indicate
      by check mark if the registrant is a large accelerated filer, an accelerated
      filer or a non-accelerated filer.





Large
      Accelerated Filer o   Accelerated Filer o    Non-Accelerated
      Filer 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
o





State
      the
      aggregate market value of the voting and non-voting stock held by non-affiliates
      of the Issuer: $186,788,250 (based upon the closing price of Issuer's Common
      Stock, $.0001 par value, on December 30, 2005. This date was used because the
      Issuer’s common stock was not publicly traded at the end of its most recently
      completed second fiscal quarter.




Indicate
      the number of shares outstanding of each of the Registrant's classes of common
      stock, as of the latest practicable date. 29,026,924 at March 30,
      2006.








**DOCUMENTS
      INCORPORATED BY REFERENCE: NONE**


2




TABLE
      OF
      CONTENTS




Part
                  I1.
              Business
              41A.
              Risk
                  Factors
              161B.
              Unresolved
                  Staff Comments
              282.
              Properties
              293.
              Legal
                  Proceedings
              294.
              Submission
                  of Matters to a Vote of Security Holders
              29Part
                  II5.
              Market
                  for Registrant’s Common Equity, Related Stockholder Matters and
                  Issuer Purchases of Equity Securities
              296.
              Selected
                  Financial Data
              327.
              Management's
                  Discussion and Analysis of Financial Condition and Results of
                  Operations
              337A.
              Quantitative
                  and Qualitative Disclosures About Market Risks
              358.
              Financial
                  Statements and Supplementary Data
              359.
              Changes
                  In and Disagreements With Accountants on Accounting andFinancial
                  Disclosure
              359A.
              Controls
                  and Procedures
              359B.
              Other
                  Information
              36Part
                  III10.
              Directors
                  and Executive Officers of the Registrant
              3711.
              Executive
                  Compensation
              4012.
              Security
                  Ownership of Certain Beneficial Owners and Management and
                  Related Stockholder Matters
              4113.
              Certain
                  Relationships and Related Transactions
              4214.
              Principal
                  Accountant Fees and Services
              44Part
                  IV15.
              Exhibits
                  and Financial Statement Schedules
              45INDEX
                  TO FINANCIAL STATEMENTS
              F-1




3


**Item
      1. Business**





**Overview**





We
      are a
      blank check company organized under the laws of the State of Delaware on May
      13,
      2005. We were formed to acquire, through a merger, capital stock exchange,
      asset
      acquisition or other similar business combination, one or more businesses in
      the
      shipping industry. On December 15, 2005, we consummated a private placement
      whereby certain of our officers and directors purchased an aggregate of
      1,132,500 units at $10.00 per unit, generating gross proceeds of $11,325,000. On
      December 21, 2005, we consummated our initial public offering of 18,867,500
      units. Each unit consists of one share of our common stock and one warrant.
      Each
      warrant entitles the holder to purchase one share of our common stock at an
      exercise price of $8.00 per share. The units sold in our initial public offering
      were sold at an offering price of $10.00 per unit, generating gross proceeds
      of
      $188,675,000. After deducting the underwriting discounts and commissions, the
      placement fee and the offering expenses, the total net proceeds to us from
      the
      offering and the private placement were approximately $189,125,000 of which
      $188,675,000 was deposited into a trust account, $599,163 was used to repay
      interest and debt to our Chairman and Chief Executive Officer, Mr. Akis
      Tsirigakis for a loan advanced to us to cover expenses related to the public
      offering and the remaining proceeds of $533,172(less approximately $170,000
      of
      additional financing fees accrued but not yet paid) became available to be
      used
      to provide for business, legal and accounting due diligence on prospective
      business combinations and continuing operating expenses. From inception through
      December 31, 2005, we incurred $50,211 of expenses towards the net proceeds
      that
      were not deposited into the trust account to pay operating expenses. The net
      proceeds deposited into the trust account remain on deposit in the trust account
      earning interest. As of December 31, 2005, there was $188,858,542 held in the
      trust fund, including interest income of $183,542.




The
      shipping industry provides a practical and cost-effective means of transporting
      large volumes of cargoes. This is accomplished predominantly by the dry bulk
      and
      tanker sectors, while other related sectors tend to be specialized. The dry
      bulk
      sector involves the transportation of dry bulk and general cargoes, including,
      among other products, coal, minerals, ore, steel products, forest products,
      agricultural products, construction materials and heavy equipment, machinery
      and
      spare parts via dry bulk cargo vessels. The tanker sector involves the
      transportation of wet products such as crude oil, refined petroleum cargoes
      and
      liquid chemicals via different types of tankers. Related sectors comprise,
      but
      are not limited to, the operation of vessels such as containerships, liquefied
      gas carriers, offshore supply and anchor-handling vessels.




We
      may
      seek to acquire a company with agreements to purchase individual vessels, a
      company with a fleet of vessels, a number of such companies as a group, or
      an
      entity which provides commercial management, operational and technical
      management or other services to one or more segments of the shipping industry.
      A
      target company might be a holding company, the sole assets of which are one
      or
      more agreements to acquire individual vessels. If a company we acquire is a
      holding company rather than an operating company, we will need to retain current
      management, seek to retain new management or outsource the commercial and
      technical management of the vessels by contracting with a shipping company
      engaged in this business.




**Dry
      bulk sector overview**




Dry
      bulk
      vessels are used to transport commodities such as iron ore, minerals, grains,
      forest products, fertilizers, coking and steam coal. The dry bulk sector can
      be
      divided into four major vessel categories with reference to size. We may explore
      acquisitions of either one or more vessels and/or operating companies that
      are
      focused on these segments of the dry bulk sector, including:




4


·
            *Capesize*.
                The largest of the dry bulk carrier vessels, with typical cargo capacity
                over 80,000 dead weight tons, or dwt. Capesize vessels are used primarily
                for one-way voyages with cargoes consisting of iron ore and coal.
                Due to
                the size of the vessels, there are only a few ports around the world
                that
                have the infrastructure to accommodate them. Capesize vessels cannot
                traverse through the Panama Canal due to their
                size.




·
            *Panamax*.
                The second largest of the dry bulk vessels, with cargo capacity typically
                between 60,000 and 80,000 dwt. Panamax vessels are used for various
                long
                distance trade routes, including those that traverse through the
                Panama
                Canal. These vessels typically carry cargoes consisting of coal,
                grains,
                fertilizers, steel and forest
                products.




·
            *Handymax*.
                Versatile vessels that are dispersed in various geographic locations
                throughout the world. Handymax vessels typically have cargo capacity
                of
                35,000 to 60,000 dwt, and are primarily used to transport grains,
                forest
                products and fertilizers. These vessels are equipped with onboard
                cranes
                which allow for the loading and unloading of cargo.




·
            *Handysize*.
                The smallest of the dry bulk carrier vessels with cargo capacity
                up to
                35,000 dwt. These vessels are used mainly for regional voyages, are
                extremely versatile and can be used in smaller ports that lack
                infrastructure. Like Handymax vessels, Handysize vessels are also
                equipped
                with onboard cranes.




Prices
      for individual vessels vary widely depending on the type, quality, age and
      discounted future earnings.




**Tanker
      sector overview**




The
      world
      tanker fleet is divided into two primary categories, crude oil and product
      tankers. Tanker charterers of wet cargoes will typically charter the appropriate
      sized tanker based on the length of journey, cargo size and port and canal
      restrictions. Crude oil tankers are typically larger than product tankers.
      The
      four major tanker categories with reference to size are:




·
            *Very
                Large Crude Carriers, or VLCCs*.
                Tanker vessels that are used to transport crude oil with cargo capacity
                typically 200,000 to 320,000 dwt that are more than 300 meters in
                length.
                VLCCs are highly automated and their advanced computer systems allow
                for a
                minimal crew. The majority of the world’s crude oil is transported via
                VLCCs.




·
            *Suezmax*.
                Tanker vessels with cargo capacity typically 120,000 to 200,000 dwt.
                These
                vessels are used in some of the fastest growing oil producing regions
                of
                the world, including the Caspian Sea and West Africa. Suezmax tankers
                are
                the largest ships able to transit the Suez Canal with a full payload
                and
                are capable of both long and short haul
                voyages.




·
            *Aframax*.
                Tanker vessels with cargo capacity typically 80,000 to 120,000 dwt.
                These
                tankers carry crude oil and serve various trade routes from short
                to
                medium distances mainly in the North Sea and Venezuela. These vessels
                are
                able to enter a larger number of ports throughout the world as compared
                to
                the larger crude oil tankers.




·
            *Product*.
                Tanker vessels with cargo capacity typically less than 60,000 dwt.
                Product
                tankers are capable of carrying refined petroleum products, such
                as fuel
                oils, gasoline and jet fuel, as well as various edible oils, such
                as
                vegetable and palm oil.




Prices
      for individual vessels vary widely depending on the type, quality, age and
      discounted future earnings.




5


**Container
      sector overview**




As
      opposed to dry bulk vessels, which carry raw materials such as iron ore,
      minerals, grains, forest products, coking and steam coal, container vessels
      transport finished goods that are shipped in large containers. Instead of the
      number of dead weight tons that they can carry, container vessels are sized
      according to the number of containers that they can carry and whether the
      vessels can traverse the Panama Canal. We may explore acquisitions of one or
      more vessels and/or operating companies that operate container vessels that
      can
      ship products regionally or globally. Prices for individual vessels vary widely
      depending on the type, quality, age and discounted future earnings.




**Related
      sectors**




Related
      sectors in which we might seek a business combination include, but are not
      limited to, supply vessels, service vessels and anchor handlers that perform
      various functions related to the supply and maintenance of offshore oil
      rigs.




**Shipping
      services sector overview**




In
      addition to acquiring individual vessels and/or an operating company or
      companies with a fleet of vessels, service businesses we may seek to acquire
      could be engaged in, among other activities, operational management, brokerage,
      maintenance and technical support. Service businesses we may seek to acquire
      would typically be engaged in:




·
            Technical
                management services, such as crew retention and training, maintenance,
                repair, capital expenditures, dry-docking, payment of vessel tonnage
                tax,
                maintaining insurance and other vessel operating activities;
                or




·
            Commercial
                management services, such as finding employment for vessels, vessel
                acquisition and disposition, freight and charter hire collection,
                accounts
                control, appointment of agents, bunkering and cargo claims handling
                and
                settlements.





**Government
      regulations**




Government
      regulation significantly affects the ownership and operation of vessels
      including international conventions, national, state and local laws and
      regulations in force in the countries in which vessels may operate or are
      registered.




A
      variety
      of governmental and private entities subject vessels to both scheduled and
      unscheduled inspections. These entities include the local port authorities
      (U.S.
      Coast Guard, harbor master or equivalent), classification societies, flag state
      administration (country of registry) and charterers, particularly terminal
      operators. Certain of these entities require vessel owners to obtain permits,
      licenses and certificates for the operation of their vessels. Failure to
      maintain necessary permits or approvals could require a vessel owner to incur
      substantial costs or temporarily suspend operation of one or more of its
      vessels.




We
      believe that the heightened level of environmental and quality concerns among
      insurance underwriters, regulators and charterers is leading to greater
      inspection and safety requirements on all vessels and may accelerate the
      scrapping of older vessels throughout the industry. Increasing environmental
      concerns have created a demand for vessels that conform to the stricter
      environmental standards. Vessel owners are required to maintain operating
      standards for all vessels that will emphasize operational safety, quality
      maintenance, continuous training of officers and crews and compliance with
      United States and international regulations. Because these laws and regulations
      are frequently changed and may impose increasingly stricter requirements, we
      cannot predict the ultimate cost of complying with these requirements, or the
      impact of these requirements on our proposed business.




6


*Environmental
      regulations*




The
      International Maritime Organization or “IMO” has negotiated international
      conventions that impose liability for oil pollution in international waters
      and
      a signatory’s territorial waters. In September 1997, the IMO adopted Annex VI to
      the International Convention for the Prevention of Pollution from Ships, which
      was ratified on May 18, 2004, and became effective on May 19, 2005. Annex VI
      sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts
      and
      prohibits deliberate emissions of ozone depleting substances, such as
      chlorofluorocarbons. Annex VI also includes a global cap on the sulfur content
      of fuel oil and allows for special areas to be established with more stringent
      controls on sulfur emissions. Annex VI and new conventions, laws and regulations
      that may be adopted, in the future, could adversely affect our ability to manage
      vessels we acquire or operate.




Under
      the
      International Safety Management Code or “ISM Code”, promulgated by the IMO, the
      party with operational control of a vessel is required to develop an extensive
      safety management system that includes, among other things, the adoption of
      a
      safety and environmental protection policy setting forth instructions and
      procedures for operating its vessels safely and describing procedures for
      responding to emergencies.




The
      ISM
      Code requires that vessel operators obtain a safety management certificate
      for
      each vessel they operate. This certificate evidences compliance by a vessel’s
      management with code requirements for a safety management system. No vessel
      can
      obtain a certificate unless its manager has been awarded a document of
      compliance, issued by the respective flag state for the vessel, under the ISM
      Code.




Noncompliance
      with the ISM Code and other IMO regulations may subject a ship owner to
      increased liability, may lead to decreases in available insurance coverage
      for
      affected vessels and may result in the denial of access to, or detention in,
      some ports. For example, the United States Coast Guard and European Union
      authorities have indicated that vessels not in compliance with the ISM Code
      will
      be prohibited from trading in ports in the United States and European Union.




*The
      United States Oil Pollution Act of 1990*




The
      United States Oil Pollution Act of 1990, or OPA, established an extensive
      regulatory and liability regime for the protection and cleanup of the
      environment from oil spills. OPA affects all owners and operators whose vessels
      trade in the United States, its territories and possessions or whose vessels
      operate in United States waters, which includes the United States’ territorial
      sea and its two hundred nautical mile exclusive economic zone.




Under
      OPA, vessel owners, operators and bareboat charterers are “responsible parties”
and are jointly, severally and strictly liable (unless the spill results solely
      from the act or omission of a third party, an act of God or an act of war)
      for
      all containment and clean-up costs and other damages arising from discharges
      or
      threatened discharges of oil from their vessels. OPA defines these other damages
      broadly to include:




·  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




·  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


OPA
      limits the liability of responsible parties to the greater of $600 per gross
      ton
      or $500,000 per dry bulk vessel that is over 300 gross tons (subject to possible
      adjustment for inflation). These limits of liability do not apply if an incident
      was directly caused by violation of applicable United States federal safety,
      construction or operating regulations or by a responsible party’s gross
      negligence or willful misconduct, or if the responsible party fails or refuses
      to report the incident or to cooperate and assist in connection with oil removal
      activities.




OPA
      requires owners and operators of vessels to establish and maintain with the
      U.S.
      Coast Guard evidence of financial responsibility sufficient to meet their
      potential liabilities under OPA. In December 1994, the U.S. Coast Guard
      implemented regulations requiring evidence of financial responsibility in the
      amount of $1,500 per gross ton, which includes the OPA limitation on liability
      of $1,200 per gross ton and the United States Comprehensive Environmental
      Response, Compensation, and Liability Act liability limit of $300 per gross
      ton.
      Under the regulations, vessel owners and operators may evidence their financial
      responsibility by showing proof of insurance, surety bond, self-insurance or
      guaranty. Under OPA, an owner or operator of a fleet of vessels is required
      only
      to demonstrate evidence of financial responsibility in an amount sufficient
      to
      cover the vessels in the fleet having the greatest maximum liability under
      OPA.




The
      United States Coast Guard’s regulations concerning certificates of financial
      responsibility provide, in accordance with OPA, that claimants may bring suit
      directly against an insurer or guarantor that furnishes certificates of
      financial responsibility. In the event that such insurer or guarantor is sued
      directly, it is prohibited from asserting any contractual defense that it may
      have had against the responsible party and is limited to asserting those
      defenses available to the responsible party and the defense that the incident
      was caused by the willful misconduct of the responsible party. Certain
      organizations, which had typically provided certificates of financial
      responsibility under pre-OPA laws, including the major protection and indemnity
      organizations, have declined to furnish evidence of insurance for vessel owners
      and operators if they are subject to direct actions or required to waive
      insurance policy defenses.




The
      United States Coast Guard’s financial responsibility regulations may also be
      satisfied by evidence of surety bond, guaranty or by self-insurance. Under
      the
      self-insurance provisions, the vessel owner or operator must have a net worth
      and working capital, measured in assets located in the United States against
      liabilities located anywhere in the world, that exceeds the applicable amount
      of
      financial responsibility.




OPA
      specifically permits individual states to impose their own liability regimes
      with regard to oil pollution incidents occurring within their boundaries, and
      some states have enacted legislation providing for unlimited liability for
      oil
      spills. Some states which have enacted such legislation have not yet issued
      implementing regulations defining vessels owners’ responsibilities under these
      laws.




*Other
      environmental initiatives*




The
      European Union is considering legislation that will affect the operation of
      vessels and the liability of owners for oil pollution. It is difficult to
      predict what legislation, if any, may be promulgated by the European Union
      or
      any other country or authority.




Although
      the United States is not a party thereto, many countries have ratified and
      follow the liability scheme adopted by the IMO and set out in the International
      Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, or
      the
      CLC, and the Convention for the Establishment of an International Fund for
      Oil
      Pollution of 1971, as amended. Under these conventions, a vessel’s registered
      owner is strictly liable for pollution damage caused on the territorial waters
      of a contracting state by discharge of persistent oil, subject to certain
      complete defenses. Many of the countries that have ratified the CLC have
      increased the liability limits through a 1992 Protocol to the CLC. The liability
      limits in the countries that have ratified this Protocol are currently
      approximately $4 million plus approximately $566 per gross registered ton above
      5,000 gross tons with an approximate maximum of $80.5 million per vessel, with
      the exact amount tied to a unit of account which varies according to a basket
      of
      currencies. The right to limit liability is forfeited under the CLC where the
      spill is caused by the owner’s actual fault or privity and, under the 1992
      Protocol, where the spill is caused by the owner’s intentional or reckless
      conduct. Vessels trading to contracting states must provide evidence of
      insurance covering the limited liability of the owner. In jurisdictions where
      the CLC has not been adopted, various legislative schemes or common law govern,
      and liability is imposed either on the basis of fault or in a manner similar
      to
      the CLC.




8


*Security
      regulation*




Since
      the
      terrorist attacks of September 11, 2001, there have been a variety of
      initiatives intended to enhance vessel security. On November 25, 2002, the
      Maritime Transportation Security Act of 2002, or MTSA, came into effect. To
      implement certain portions of the MTSA, in July 2003, the United States Coast
      Guard issued regulations requiring the implementation of certain security
      requirements aboard vessels operating in waters subject to the jurisdiction
      of
      the United States. Similarly, in December 2002, amendments to the International
      Convention for the Safety of Life at Sea, or SOLAS, created a new chapter of
      the
      convention dealing specifically with maritime security. The new chapter went
      into effect on July 1, 2004 and imposes various detailed security obligations
      on
      vessels and port authorities, most of which are contained in the newly created
      International Ship and Port Facilities Security, or ISPS Code. Among the various
      requirements are:




·
            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.




The
      United States Coast Guard regulations, intended to align with international
      maritime security standards, exempt non-U.S. vessels from MTSA vessel security
      measures provided such vessels have on board, by July 1, 2004, a valid
      International Ship Security Certificate, or ISSC, that attests to the vessel’s
      compliance with SOLAS security requirements and the ISPS Code.




**Effecting
      a business combination**




*General*




We
      are
      not presently engaged in any substantive commercial business. We intend to
      utilize cash derived from the proceeds of our initial public offering, our
      capital stock, debt or a combination of these in effecting a business
      combination. Although substantially all of the net proceeds of our initial
      public offering are intended to be generally applied toward effecting a business
      combination as described herein, the proceeds are not otherwise being designated
      for any more specific purposes. A business combination may involve the
      acquisition of, or merger with, a company which does not need substantial
      additional capital but which desires to establish a public trading market for
      its shares, while avoiding what it may deem to be adverse consequences of
      undertaking a public offering itself. These include time delays, significant
      expense, loss of voting control and compliance with various Federal and state
      securities laws. In the alternative, we may seek to consummate a business
      combination with a company that may be financially unstable or in its early
      stages of development or growth. While we may seek to effect business
      combinations with more than one target business, it is likely that we will
      have
      the ability to initially complete only a single business combination, although
      this may entail the simultaneous acquisitions of several operating businesses
      at
      the same time.




9


*Sources
      of target businesses*




Target
      business candidates have been and will be brought to our attention from various
      unaffiliated sources, including investment bankers, venture capital funds,
      private equity funds, leveraged buyout funds, management buyout funds, ship
      brokers and other members of the financial or shipping community who are aware
      that we are seeking a business combination partner via public relations and
      marketing efforts, direct contact by management or other similar efforts, who
      may present solicited or unsolicited proposals. Any finder or broker would
      only
      be paid a fee upon the consummation of a business combination. The fee to be
      paid to such persons would be a percentage of the fair market value of the
      transaction with the percentage to be determined in an arm’s length negotiation
      between the finder or broker and us based on market conditions at the time
      we
      enter into an agreement with such finder or broker. While we do not presently
      anticipate engaging the services of professional firms that specialize in
      acquisitions on any formal basis, we may decide to engage such firms in the
      future or we may be approached on an unsolicited basis, in which event their
      compensation (which would be equal to a percentage of the fair market value
      of
      the transaction as agreed upon at the time of such engagement or agreement
      with
      a party that brings us an unsolicited proposal, as the case may be) may be
      paid
      from the offering proceeds not held in trust. Our officers and directors as
      well
      as their affiliates may also bring to our attention target business candidates
      that they become aware of through their business contacts. While our officers
      and directors make no commitment as to the amount of time they will spend trying
      to identify or investigate potential target businesses, they believe that the
      various relationships they have developed over their careers together with
      their
      direct inquiry, will generate a number of potential target businesses that
      will
      warrant further investigation. In no event will we pay any of our existing
      officers, directors or stockholders or any entity with which they are affiliated
      any finder’s fee or other compensation for services rendered to us prior to or
      in connection with the consummation of a business combination. In addition,
      none
      of our officers or directors will receive any finder’s fee, consulting fees or
      any similar fees from any person or entity in connection with any business
      combination involving us other than any compensation or fees that may be
      received for any services provided following such business combination.




*Selection
      of a target business and structuring of a business combination*




Subject
      to the requirement that our initial business combination must be with a target
      business or businesses with a collective fair market value that is at least
      80%
      of our net assets (exclusive of the underwriters’ contingent compensation being
      held in the trust account) at the time of such acquisition, our management
      has
      virtually unrestricted flexibility in identifying and selecting a prospective
      target business. In evaluating a prospective target business, our management
      will conduct the necessary business, legal and accounting due diligence on
      such
      target business and will consider, among other factors, the
      following:




·  earnings
      and growth potential;




·  experience
      and skill of management and availability of additional personnel;




·  capital
      requirements;




·  competitive
      position;




10


·  financial
      condition and results of operation;




·  barriers
      to entry into the shipping industry;




·  breadth
      of services offered;




·  degree
      of
      current or potential market acceptance of the services;




·  regulatory
      environment of the industry; and




·  costs
      associated with effecting the business combination.




These
      criteria are not intended to be exhaustive. Any evaluation relating to the
      merits of a particular business combination will be based, to the extent
      relevant, on the above factors as well as other considerations deemed relevant
      by our management in effecting a business combination consistent with our
      business objective. In evaluating a prospective target business, we will conduct
      an extensive due diligence review which will encompass, among other things,
      meetings with incumbent management, where applicable, and inspection of
      facilities, as well as review of financial and other information which will
      be
      made available to us. To the extent we effect a business combination with a
      financially unstable company or an entity in its early stage of development
      or
      growth, including entities without established records of sales or earnings,
      we
      may be affected by numerous risks inherent in the business and operations of
      financially unstable and early stage or potential emerging growth companies.
      Although our management will endeavor to evaluate the risks inherent in a
      particular target business, we cannot assure you that we will properly ascertain
      or assess all significant risk factors.




The
      time
      and costs required to select and evaluate a target business and to structure
      and
      complete the business combination cannot presently be ascertained with any
      degree of certainty. The costs we are incurring with respect to the
      identification and evaluation of a prospective target business with which a
      business combination is not ultimately completed will result in a loss to us
      and
      reduce the amount of capital available to otherwise complete a business
      combination. However, we will not pay any finders or consulting fees to our
      officers or directors, or any of their respective affiliates, for services
      rendered to or in connection with a business combination.




*Fair
      market value of target business*




The
      initial target business or businesses that we acquire must have a collective
      fair market value equal to at least 80% of our net assets at the time of such
      acquisition. The fair market value of such business will be determined by our
      board of directors based upon standards generally accepted by the financial
      community, such as actual and potential sales, earnings and cash flow and book
      value. The evaluation of a potential holding company acquisition where the
      assets to be acquired are not in the possession of the target company would
      be
      based on established valuation criteria in the shipping industry for ships
      as
      well as agreements to acquire ships. This valuation process, which also applies
      to an operating company that has among its assets one or more agreements to
      purchase vessels, involves obtaining two or three appraisals from independent
      ship brokers. These appraisals, in accordance with standard industry practice,
      are based on a description of the particular vessel (including size, age and
      type), as well as the appraisers’ review of publicly available maintenance
      records for vessels that are not new. The value of the purchase agreement
      reflects the value of the vessel underlying such agreement.




If
      our
      board is not able to independently determine that the target business has a
      sufficient fair market value (for example, if one of the members of our board
      of
      directors is affiliated with the target business or if the financial analysis
      is
      too complicated for our board of directors to perform on their own), we will
      obtain an opinion from an unaffiliated, independent investment banking firm
      which is a member of the National Association of Securities Dealers, Inc. with
      respect to the satisfaction of such criteria. Since any opinion, if obtained,
      would merely state that fair market value meets the 80% of net assets threshold,
      it is not anticipated that copies of such opinion would be distributed to our
      stockholders, although copies will be provided to stockholders who request
      it.
      If we do obtain the opinion of an investment banking firm, a summary of the
      opinion will be contained in the proxy statement that will be mailed to
      stockholders in connection with obtaining approval of the business combination,
      and the investment banking firm will consent to the inclusion of their report
      in
      our proxy statement.  In addition, information about how stockholders will
      be able to obtain a copy of the opinion from us will be contained in the proxy
      statement. We will not be required to obtain an opinion from an investment
      banking firm as to the fair market value if our board of directors independently
      determines that the target business has sufficient fair market value.




11


*Possible
      lack of business diversification*




While
      we
      may seek to effect business combinations with more than one target business,
      our
      initial business combination must be with a target business which satisfies
      the
      minimum valuation standard at the time of such acquisition, as discussed above.
      Consequently, it is likely that we will have the ability to effect only one,
      or
      perhaps, two business combinations, although this may entail simultaneous
      acquisitions of several entities at the same time. We may not be able to acquire
      more than one target business because of various factors, including possible
      complex domestic or international accounting issues, which would include
      generating pro forma financial statements reflecting the operations of several
      target businesses as if they had been combined, and numerous logistical issues,
      which could include attempting to coordinate the timing of negotiations, proxy
      statement disclosure and other legal issues and closings with multiple target
      businesses. In addition, we would also be exposed to the risks that conditions
      to closings with respect to the acquisition of one or more of the target
      businesses would not be satisfied bringing the fair market value of the initial
      business combination below the required fair market value of 80% of net assets
      threshold. Accordingly, for an indefinite period of time, the prospects for
      our
      future viability may be entirely dependent upon the future performance of a
      single business. Unlike other entities which may have the resources to complete
      several business combinations of entities operating in multiple industries
      or
      multiple areas of a single industry, it is probable that we will not have the
      resources to diversify our operations or benefit from the possible spreading
      of
      risks or offsetting of losses. By consummating a business combination with
      only
      a single entity, our lack of diversification may:




·
            subject
                us to numerous economic, competitive and regulatory developments,
                any or
                all of which may have a substantial adverse impact upon the particular
                industry in which we may operate subsequent to a business combination;
                and




·
            result
                in our dependency upon the development or market acceptance of a
                single or
                limited number of products, processes or
                services.




Additionally,
      since our business combination may entail the simultaneous acquisitions of
      several entities at the same time and may be with different sellers, we will
      need to convince such sellers to agree that the purchase of their entities
      is
      contingent upon the simultaneous closings of the other
      acquisitions.




*Limited
      ability to evaluate the target business’ management*




Although
      we expect certain of our management, particularly Mr. Tsirigakis, to remain
      associated with us following a business combination, it is likely that the
      management of the target business at the time of the business combination will
      remain in place, and we may employ other personnel following the business
      combination. Although we intend to closely scrutinize the management of a
      prospective target business when evaluating the desirability of effecting a
      business combination, we cannot assure you that our assessment of the target
      business’ management will prove to be correct. In addition, we cannot assure you
      that the future management will have the necessary skills, qualifications or
      abilities to manage a public company. Furthermore, the future role of our
      officers and directors, if any, in the target business cannot presently be
      stated with any certainty. Moreover, our current management will only be able
      to
      remain with the combined company after the consummation of a business
      combination if they are able to negotiate and agree to mutually acceptable
      employment terms in connection with any such combination, which terms would
      be
      disclosed to stockholders in any proxy statement relating to such transaction.
      While it is possible that one or more of our directors will remain associated
      in
      some capacity with us following a business combination, it is unlikely that
      any
      of them will devote their full efforts to our affairs subsequent to a business
      combination. Moreover, we cannot assure you that our officers and directors
      will
      have significant experience or knowledge relating to the operations of the
      particular target business.




12


Following
      a business combination, we may seek to recruit additional managers to supplement
      the incumbent management of the target business. We cannot assure you that
      we
      will have the ability to recruit additional managers, or that those additional
      managers will have the requisite skills, knowledge or experience necessary
      to
      enhance the incumbent management.




*Opportunity
      for stockholder approval of business combination*




Prior
      to
      the completion of a business combination, we will submit the transaction to
      our
      stockholders for approval, even if the nature of the acquisition is such as
      would not ordinarily require stockholder approval under applicable state law.
      In
      connection with seeking stockholder approval of a business combination, we
      will
      furnish our stockholders with proxy solicitation materials prepared in
      accordance with the Securities Exchange Act of 1934, which, among other matters,
      will include a description of the operations of the target business and audited
      historical financial statements of the target business based on United States
      generally accepted accounting principles.




In
      connection with the vote required for any business combination, all of our
      officers and directors, have agreed to vote their respective shares of common
      stock owned by them immediately prior to the private placement and the initial
      public offering in accordance with the majority of the shares of common stock
      voted by the public stockholders. Our officers and directors have agreed to
      vote
      all the shares of our common stock acquired in the private placement, the
      initial public offering or in the aftermarket in favor of any transaction that
      they negotiate and present for approval to our stockholders. We will proceed
      with the business combination only if a majority of the shares of common stock
      voted by the public stockholders are voted in favor of the business combination
      and public stockholders owning less than 33% of the shares sold in our initial
      public offering and the private placement exercise their redemption rights.




*Redemption
      rights*




At
      the
      time we seek stockholder approval of any business combination, we will offer
      each public stockholder the right to have such stockholder’s shares of common
      stock redeemed for cash if the stockholder votes against the business
      combination and the business combination is approved and completed. The actual
      per-share redemption price will be equal to $10.00 plus any interest not
      previously released to us earned on their portion of the trust account and
      on
      that portion of the underwriters’ contingent compensation comprising the
      redemption price (calculated as of two business days prior to the consummation
      of the proposed business combination (net of taxes payable)). An eligible
      stockholder may request redemption at any time after the mailing to our
      stockholders of the proxy statement and prior to the vote taken with respect
      to
      a proposed business combination at a meeting held for that purpose, but the
      request will not be granted unless the stockholder votes against the business
      combination and the business combination is approved and completed. If a
      stockholder votes against the business combination but fails to properly
      exercise its redemption rights, such stockholder will not have its shares of
      common stock redeemed. Any request for redemption, once made, may be withdrawn
      at any time up to the date of the meeting. It is anticipated that the funds
      to
      be distributed to stockholders entitled to redeem their shares who elect
      redemption will be distributed promptly after completion of a business
      combination. Public stockholders who redeem their stock for their share of
      the
      trust account still have the right to exercise the warrants that they received
      as part of the units. We will not complete any business combination if public
      stockholders, owning 33% or more of the shares sold in our initial public
      offering and the private placement, exercise their redemption
      rights.




13


*Liquidation
      if no business combination*




If
      we do
      not complete a business combination on or prior to June 21, 2007, or December
      21, 2007 if the extension criteria described below have been satisfied, we
      will
      dissolve, the trust account will be liquidated and we will distribute to all
      of
      our public stockholders in proportion to their respective equity interests,
      an
      aggregate sum equal to the amount in the trust account, inclusive of any
      interest (net of taxes payable) not previously released to us, plus any
      remaining net assets. Messrs. Tsirigakis, Syllantavos, Anagnostou, Nikiforos,
      Pappas, Erhardt and Søfteland have
      waived their rights to participate in any liquidation distribution with respect
      to the shares of common stock owned by them. In addition, Maxim Group LLC and
      EarlyBirdCapital, Inc. have agreed to waive their rights to the $4,000,000
      of
      contingent underwriting compensation and placement fees deposited in the trust
      account for their benefit. There will be no distribution from the trust account
      with respect to our warrants, which will expire worthless.




If
      we are
      unable to consummate a business combination and expend all of the funds in
      our
      trust account, other than the proceeds deposited in the trust account, and
      without taking into account interest, if any, earned on the trust account,
      the
      initial per-share liquidation price to holders of the 18,867,500 shares entitled
      to participate in liquidation distributions would be equal to the $10.00 per
      unit offering price. The funds in the trust account could, however, become
      subject to the claims of our creditors which could be prior to the claims of
      our
      public stockholders. Each member of our board of directors has agreed pursuant
      to agreements with us and Maxim Group LLC, if we liquidate prior to the
      consummation of a business combination, they will be personally liable to pay
      debts and obligations to target businesses or vendors that are owed money by
      us
      for services rendered or products sold to us in excess of the net proceeds
      of
      the public offering not held in the trust account at that time. We cannot assure
      you, however, that they would be able to satisfy those obligations. Accordingly,
      we cannot assure you that the actual per-share liquidation price will not be
      less than $10.00, plus interest (net of taxes payable), due to claims of
      creditors.




If
      we
      enter into either a letter of intent, an agreement in principle or a definitive
      agreement to complete a business combination on or prior to June 21, 2007,
      but
      are unable to complete the business combination by such date, then we will
      have
      an additional six months in which to complete the business combination
      contemplated by the letter of intent, agreement in principle or definitive
      agreement. If we are unable to do so on or prior to December 21, 2007, we will
      then liquidate. Upon notice from us, the trustee of the trust account will
      commence liquidating the investments constituting the trust account and will
      turn over the proceeds to our transfer agent for distribution to our public
      stockholders.




Our
      public stockholders shall be entitled to receive funds from the trust account
      only in the event of liquidation or if the stockholders seek to redeem their
      respective shares for cash upon a business combination which the stockholder
      voted against and which is actually completed by us. In no other circumstances
      shall a stockholder have any right or interest of any kind to or in the trust
      account.




14




Competition




In
      identifying, evaluating and selecting a target business, we may encounter
      intense competition from other entities having a business objective similar
      to
      ours. Many of these entities are well established and have extensive experience
      identifying and effecting business combinations directly or through affiliates.
      Many of these competitors possess greater technical, human and other resources
      than us and our financial resources will be relatively limited when contrasted
      with those of many of these competitors, which may limit our ability to compete
      in acquiring certain sizable target businesses. This inherent competitive
      limitation gives others an advantage in pursuing the acquisition of a target
      business. Further:




·
            our
                obligation to seek stockholder approval of a business combination
                or
                obtain the necessary financial information to be included in the
                proxy
                statement to be sent to stockholders in connection with such business
                combination may delay or prevent the completion of a
                transaction;




·
            our
                obligation to redeem for cash up to 6,598,000 shares of common stock
                held
                by our public stockholders in certain instances will limit the manner
                in
                which we may structure a business combination (i.e., we will not
                be able
                to undertake an all cash acquisition transaction) and may reduce
                the
                resources available to us for this purpose, as well as for funding
                a
                target company’s business;




·
            our
                outstanding warrants, and the future dilution they potentially represent,
                may not be viewed favorably by certain target businesses;
                and




·
            the
                requirement to acquire either an entity with purchase agreements
                for one
                or more vessels or an operating business that has a fair market value
                equal to at least 80% of our net assets at the time of the acquisition
                could require us to acquire several companies or closely related
                operating
                businesses at the same time, all of which sales would be contingent
                on the
                closings of the other sales, which could make it more difficult to
                consummate the business
                combination.




Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating a business combination. Our management believes, however, that
      to
      the extent that our target business is a privately held entity, our status
      as a
      well-financed public entity may give us a competitive advantage over entities
      having a similar business objective as ours in acquiring a target business
      with
      significant growth potential on favorable terms.




If
      we
      succeed in effecting a business combination, there will be, in all likelihood,
      intense competition from competitors of the target business. We cannot assure
      you that, subsequent to a business combination, we will have the resources
      or
      ability to compete effectively.





**Employees**





We
      have
      four officers, two of whom are also members of our board of directors. These
      individuals are not obligated to contribute any specific number of hours per
      week and intend to devote only as much time as they deem necessary to our
      affairs. The amount of time they will devote in any time period will vary based
      on the availability of suitable target businesses to investigate, although
      we
      expect Mr. Tsirigakis to devote an average of approximately 10 hours per week
      to
      our business during the target identification stage, and close to full time
      during due diligence and negotiation of a business combination. We do not intend
      to have any full time employees prior to the consummation of a business
      combination.




15


**Item
      1A. Risk Factors**




***Risks
      associated with our business***




**We
      are a development stage company with no operating history and, accordingly,
      you
      do not have any basis on which to evaluate our ability to achieve our business
      objective.**




We
      are a
      recently incorporated development stage company with no operating results to
      date. Since we do not have an operating history, you have no basis upon which
      to
      evaluate our ability to achieve our business objective, which is to acquire
      an
      operating business. We will not generate any revenues until, at the earliest,
      after the consummation of a business combination.




**If
      we are forced to liquidate before a business combination, our warrants will
      expire worthless.**




If
      we are
      unable to complete a business combination and are forced to liquidate the trust
      account, there will be no distribution with respect to our outstanding warrants
      and, accordingly, the warrants will expire worthless.




**If
      third parties bring claims against us, the funds in the trust account could
      be
      reduced and the per-share liquidation price received by stockholders will be
      less than $10.00 per share.**




Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we will seek to have vendors, prospective target businesses
      or other entities we engage execute agreements with us waiving any right, title,
      interest or claim of any kind in or to any monies held in the trust account
      for
      the benefit of our public stockholders, there is no guarantee that they will
      execute such agreements or even if they execute such agreements that they would
      be prevented from bringing claims against the trust account. If any third party
      refused to execute an agreement waiving such claims to the monies held in the
      trust account, we would perform an analysis of the alternatives available to
      us
      if we chose not to engage such third party and evaluate if such engagement
      would
      be in the best interest of our stockholders if such third party refused to
      waive
      such claims. Examples of possible instances where we may engage a third party
      that refused to execute a waiver include the engagement of a third party
      consultant whose particular expertise or skills are believed by management
      to be
      significantly superior to those of other consultants that would agree to execute
      a waiver or in cases where management is unable to find a provider of required
      services willing to provide the waiver. In addition, there is no guarantee
      that
      such entities will agree to waive any claims they may have in the future as
      a
      result of, or arising out of, any negotiations, contracts or agreements with
      us
      and will not seek recourse against the trust account for any reason.
      Accordingly, the proceeds held in trust could be subject to claims which could
      take priority over the claims of our public stockholders and the per-share
      liquidation price could be less than $10.00, plus interest not previously
      released to us (net of taxes payable), due to claims of such creditors. If
      we
      are unable to complete a business combination and are forced to liquidate the
      trust account, our officers and directors, severally, in accordance with their
      respective beneficial ownership interests in us, will be personally liable
      under
      certain circumstances to ensure that the proceeds in the trust account are
      not
      reduced by the claims of various vendors or other entities that are owed money
      by us for services rendered or contracted for or products sold to us or the
      claims of any target businesses. However, we cannot assure you that they will
      be
      able to satisfy those obligations.




**Since
      we have not currently selected any target business with which to complete a
      business combination, we are unable to currently ascertain the merits or risks
      of the target business’ operations.**




There
      is
      no current basis to evaluate the possible merits or risks of the target
      business’ operations. To the extent we complete a business combination with a
      financially unstable company or an entity in its development stage, we may
      be
      affected by numerous risks inherent in the business operations of those
      entities. Although our management will endeavor to evaluate the risks inherent
      in a particular target business, we cannot assure you that we will properly
      ascertain or assess all of the significant risk factors.




16




**We
      may issue shares of our capital stock or debt securities to complete a business
      combination, which would reduce the equity interest of our current stockholders
      and likely cause a change in control of our ownership.**





We
      may
      issue a substantial number of additional shares of our common stock or preferred
      stock, or a combination of common and preferred stock, to complete a business
      combination. The issuance of additional shares of our common stock or any number
      of shares of our preferred stock:


·
            may
                significantly reduce the equity interest of our current stockholders;


·
            will
                likely cause a change in control if a substantial number of our shares
                of
                common stock are issued, which may affect, among other things, our
                ability
                to use our net operating loss carry forwards, if any, and most likely
                also
                result in the resignation or removal of our present officers and
                directors; and


·
            may
                adversely affect prevailing market prices for our common stock.




Additionally,
      the shipping industry is capital intensive, traditionally using substantial
      amounts of indebtedness to finance vessel acquisitions, capital expenditures
      and
      working capital needs. If we finance the purchase of any of our vessels through
      the issuance of debt securities, it could result in:





·
            default
                and foreclosure on our assets if our operating cash flow after a
                business
                combination were insufficient to pay our debt obligations;


·
            acceleration
                of our obligations to repay the indebtedness even if we have made
                all
                principal and interest payments when due if the debt security contained
                covenants that required the maintenance of certain financial ratios
                or
                reserves and any such covenant were breached without a waiver or
                renegotiation of that covenant;


·
            our
                immediate payment of all principal and accrued interest, if any,
                if the
                debt security was payable on demand; and


·
            our
                inability to obtain additional financing, if necessary, if the debt
                security contained covenants restricting our ability to obtain additional
                financing while such security was outstanding.




**Our
      officers and directors, control a substantial interest in us and thus may
      influence certain actions requiring stockholder vote.**




Our
      officers and directors and their nominees own 35% of our issued and outstanding
      shares of common stock which could permit them to effectively influence the
      outcome of all matters requiring approval by our stockholders at such time,
      including the election of directors and approval of significant corporate
      transactions, following the consummation of our initial business combination.
      In
      addition, our board of directors is divided into three classes, each of which
      will generally serve for a term of three years with only one class of directors
      being elected in each year. It is unlikely that there will be an annual meeting
      of stockholders to elect new directors prior to the consummation of a business
      combination, in which case all of the current directors will continue in office
      at least until the consummation of the business combination. If there is an
      annual meeting, as a consequence of our “staggered” board of directors, only a
      minority of the board of directors will be considered for election and our
      officers and directors, because of their ownership position, will have
      considerable influence regarding the outcome. Accordingly, our officers and
      directors will continue to exert control at least until the consummation of
      a
      business combination.





17


**We
      will be dependent upon interest earned on the trust account to fund our search
      for a target company and consummation of a business
      combination.**





Of
      the
      net proceeds of our initial public offering, only $533,172 (less approximately
      $170,000 of additional financing fees accrued but not yet paid) is available
      to
      us outside the trust account to fund our working capital requirements. We will
      be dependent upon sufficient interest being earned on the proceeds held in
      the
      trust account to provide us with the additional working capital we will need
      to
      search for a target company and consummate a business combination. While we
      are
      entitled to half of the interest earned on the trust account up to a maximum
      of
      $2,500,000, for such purpose, if interest rates were to decline substantially,
      we may not have sufficient funds available to complete a business combination.
      In such event, we would need to borrow funds from our insiders or others or
      be
      forced to liquidate.





**Our
      ability to successfully effect a business combination and to be successful
      afterward will be totally dependent upon the efforts of our key personnel,
      some
      of whom may join us following a business combination and whom we would have
      only
      a limited ability to evaluate. It is also possible that our current officers
      and
      directors will resign upon the consummation of a business
      combination.**




Our
      ability to successfully effect a business combination will be totally dependent
      upon the efforts of our key personnel. The future role of our key personnel
      following a business combination, however, cannot presently be fully
      ascertained. Although we expect several of our management and other key
      personnel, particularly our chairman of the board and chief executive officer,
      to remain associated with us following a business combination, we may employ
      other personnel following the business combination. Moreover, our current
      management will only be able to remain with the combined company after the
      consummation of a business combination if they are able to negotiate and agree
      to mutually acceptable employment terms as part of any such combination, which
      terms would be disclosed to stockholders in any proxy statement relating to
      such
      transaction. If we acquired a target business in an all-cash transaction, it
      would be more likely that current members of management would remain with the
      combined company if they chose to do so. If a business combination were
      structured as a merger whereby the stockholders of the target company were
      to
      control the combined company following a business combination, it may be less
      likely that our current management would remain with the combined company unless
      it was negotiated as part of the transaction via the acquisition agreement,
      an
      employment agreement or other arrangement. In making the determination as to
      whether current management should remain with us following the business
      combination, management will analyze the experience and skill set of the target
      business’ management and negotiate as part of the business combination that
      certain members of current management remain if it is believed that it is in
      the
      best interests of the combined company post-business combination. If management
      negotiates such retention as a condition to any potential business combination,
      management may look unfavorably upon or reject a business combination with
      a
      potential target business whose owners refuse to retain members of our
      management post-business combination, thereby resulting in a conflict of
      interest. While we intend to closely scrutinize any additional individuals
      we
      engage after a business combination, we cannot assure you that our assessment
      of
      these individuals will prove to be correct. These individuals may be unfamiliar
      with the requirements of operating a public company as well as United States
      securities laws which could cause us to have to expend time and resources
      helping them become familiar with such laws. This could be expensive and
      time-consuming and could lead to various regulatory issues which may adversely
      affect our operations.


18




**If
      we seek to effect a business combination with an entity that is directly or
      indirectly affiliated with our officers or directors, conflicts of interest
      could arise.**




Our
      officers and directors either currently have or may in the future have
      affiliations with companies in the shipping industry. If we were to seek a
      business combination with a target company with which one or more of our
      officers or directors is affiliated, conflicts of interest could arise in
      connection with negotiating the terms of and completing the business
      combination. If conflicts arise, they may not necessarily be resolved in our
      favor.




**Our
      officers and directors may allocate their time to other businesses thereby
      causing conflicts of interest in their determination as to how much time to
      devote to our affairs. This could have a negative impact on our ability to
      consummate a business combination.**




Our
      officers and directors are not required to commit their full time to our
      affairs, which may result in a conflict of interest in allocating their time
      between our operations and other businesses. We do not intend to have any full
      time employees prior to the consummation of a business combination. All of
      our
      executive officers are engaged in several other business endeavors and are
      not
      obligated to contribute any specific number of hours per week to our affairs.
      If
      our executive officers’ other business affairs require them to devote more
      substantial amounts of time to such affairs, it could limit their ability to
      devote time to our affairs and could have a negative impact on our ability
      to
      consummate a business combination.




**Our
      officers and directors may in the future become affiliated with entities engaged
      in business activities similar to those intended to be conducted by us and
      accordingly, may have conflicts of interest in determining to which entity
      a
      particular business opportunity should be presented.**




Our
      officers and directors may in the future become affiliated with entities,
      including other “blank check” companies, engaged in business activities similar
      to those intended to be conducted by us. Additionally, our officers and
      directors may become aware of business opportunities which may be appropriate
      for presentation to us as well as the other entities with which they are or
      may
      be affiliated. Further, certain of our officers and directors are currently
      involved in other businesses that are similar to the business activities that
      we
      intend to conduct following a business combination. Due to these existing
      affiliations, they may have fiduciary obligations to present potential business
      opportunities to those entities prior to presenting them to us which could
      cause
      additional conflicts of interest. Accordingly, they may have conflicts of
      interest in determining to which entity a particular business opportunity should
      be presented.




**All
      of our officers and directors own shares of our common stock which will not
      participate in liquidation distributions and therefore they may have a conflict
      of interest in determining whether a particular target business is appropriate
      for a business combination.**




All
      of
      our officers and directors own shares of our common stock in our company but
      have waived their right to receive distributions with respect to those shares
      upon our liquidation upon our failure to complete a business combination. The
      shares and warrants owned by our officers and directors and their affiliates
      will be worthless if we do not consummate a business combination. The personal
      and financial interests of our directors may influence their motivation in
      identifying and selecting a target business and completing a business
      combination timely. Consequently, our directors’ and officers’ discretion in
      identifying and selecting a suitable target business may result in a conflict
      of
      interest when determining whether the terms, conditions and timing of a
      particular business combination are appropriate and in our stockholders’ best
      interest.




19


**Our
      officers and directors will not receive reimbursement for any out-of-pocket
      expenses incurred by them to the extent that such expenses exceed the amount
      in
      the trust account unless the business combination is consummated and therefore
      they may have a conflict of interest in determining whether a particular target
      business is appropriate for a business combination and in the public
      stockholders’ best interest.**




Our
      officers and directors, will not receive reimbursement for any out-of-pocket
      expenses incurred by them to the extent that such expenses exceed the available
      proceeds not deposited in the trust account and the portion of the interest
      on
      the trust account released to us (which, because interest rates are unknown,
      may
      be insufficient to fund all of our working capital requirements) unless the
      business combination is consummated. The financial interest of our officers
      and
      directors could influence their motivation in selecting a target business and
      thus, there may be a conflict of interest when determining whether a particular
      business combination is in the stockholders’ best interest. For instance, our
      officers and directors may, as part of any such combination, negotiate the
      repayment of some or all of their out-of-pocket expenses in excess of the amount
      not placed in the trust account, which if not agreed to by the target business’
owners, could cause our management to view such potential business combination
      unfavorably, thereby resulting in a conflict of interest.




**It
      is probable that our initial business combination will be with a single target
      business, which may cause us to be solely dependent on a single business and
      a
      limited number of services.**




Our
      initial business combination must be with a business or businesses with a
      collective fair market value of at least 80% of our net assets at the time
      of
      such acquisition. We may not be able to acquire more than one target business
      because of various factors, including possible complex accounting issues, which
      would include generating pro forma financial statements reflecting the
      operations of several target businesses as if they had been combined, and
      numerous logistical issues, which could include attempting to coordinate the
      timing of negotiations, proxy statement disclosure and closings with multiple
      target businesses. In addition, we would also be exposed to the risk that
      conditions to closings with respect to the acquisition of one or more of the
      target businesses would not be satisfied bringing the fair market value of
      the
      initial business combination below the required fair market value of 80% of
      our
      net assets threshold. Accordingly, while it is possible that we may attempt
      to
      effect our initial business combination with more than one target business,
      we
      are more likely to choose a single target business if deciding between one
      target business meeting such 80% threshold and comparable multiple target
      business candidates collectively meeting the 80% threshold. Consequently, it
      is
      probable that, unless the purchase price consists substantially of our equity,
      we will have the ability to complete only the initial business combination
      with
      the funds in the trust account. Accordingly, the prospects for our success
      may
      be:




·
            solely
                dependent upon the performance of a single business, or




·
            dependent
                upon the development or market acceptance of a single or limited
                number of
                processes or services.




In
      this
      case, we will not be able to diversify our operations or benefit from the
      possible spreading of risks or offsetting of losses, unlike other entities
      which
      may have the resources to complete several business combinations in different
      industries or different areas of a single industry.




**Because
      of our limited resources and the significant competition for business
      combination opportunities, we may not be able to consummate an attractive
      business combination.**




We
      expect
      to encounter intense competition from other entities having a business objective
      similar to ours, including venture capital funds, leveraged buyout funds and
      operating businesses competing for acquisitions. Many of these entities are
      well
      established and have extensive experience in identifying and effecting business
      combinations directly or through affiliates. Many of these competitors possess
      greater technical, human and other resources than we do and our financial
      resources will be relatively limited when contrasted with those of many of
      these
      competitors. While we believe that there are numerous potential target
      businesses that we could acquire with the funds in our trust account, our
      ability to compete in acquiring certain sizable target businesses will be
      limited by our available financial resources. This inherent competitive
      limitation gives others an advantage in pursuing the acquisition of certain
      target businesses. Further, the obligation we have to seek stockholder approval
      of a business combination may delay the consummation of a transaction, and
      our
      obligation to redeem for cash up to 32.99% of the shares of common stock sold
      in
      the public offering and the private placement in certain instances will limit
      the manner in which we can structure a business combination (i.e. we will not
      be
      able to undertake an all cash acquisition) and may reduce the resources
      available to us for such purpose, as well as for funding a target company’s
      business. Additionally, our outstanding warrants, and the future dilution they
      potentially represent, may not be viewed favorably by certain target businesses.
      Any of these obligations may place us at a competitive disadvantage in
      successfully negotiating a business combination.




20


**We
      may be unable to obtain additional financing, if required, to complete a
      business combination or to fund the operations and growth of the target
      business, which could compel us to restructure the transaction or abandon a
      particular business combination.**




We
      cannot
      ascertain the capital requirements for any particular transaction. If the net
      proceeds of our initial public offering prove to be insufficient, either because
      of the size of the business combination or the depletion of the available net
      proceeds not held in trust (including interest earned on the trust account
      released to us) in search of a target business, or because we become obligated
      to redeem for cash a significant number of shares from dissenting stockholders,
      we will be required to seek additional financing. We cannot assure you that
      such
      financing would be available on acceptable terms, if at all. To the extent
      that
      additional financing proves to be unavailable when needed to consummate a
      particular business combination, we would be compelled to restructure the
      transaction or abandon that particular business combination and seek an
      alternative target business candidate. In addition, it is possible that we
      could
      use a portion of the funds not in the trust account (including amounts we
      borrowed, if any) to make a deposit, down payment or fund a "no-shop" provision
      with respect to a particular proposed business combination, although we do
      not
      have any current intention to do so. In the event that we were ultimately
      required to forfeit such funds (whether as a result of our breach of the
      agreement relating to such payment or otherwise), if such payment was large
      enough and we had already used up the funds allocated to due diligence and
      related expenses in connection with the aborted transaction, we could be left
      with insufficient funds to continue searching for, or conduct due diligence
      with
      respect to, other potential target businesses. If we were unable to secure
      additional financing (which could be provided by our officers and directors,
      though they are under no obligation to do so), we would most likely fail to
      consummate a business combination in the allotted time and would be forced
      to
      liquidate. In addition, if we consummate a business combination, we may require
      additional financing to fund the operations or growth of the target business.
      The failure to secure additional financing could have a material adverse effect
      on the continued development or growth of the target business. None of our
      officers, directors or stockholders is required to provide any financing to
      us
      in connection with or after a business combination.




***Risks
      associated with the shipping industry***




**If
      charter rates fluctuate and the shipping industry continues to undergo cyclical
      turns, it may have a negative impact on our profitability and operations.**




The
      shipping business, including the dry cargo market, has been cyclical in varying
      degrees, experiencing fluctuations in charter rates, profitability and,
      consequently, vessel values.




21


A
      significant contraction in demand for imported commodities, such as iron ore
      or
      coal, as a result of economic downturns or changes in government policies in
      certain regional markets could have a material adverse impact on dry cargo
      freight rates, as well as the demand, in general for vessels. For instance,
      a
      downturn in the economy of countries such as China, which has experienced
      substantial global economic growth during the past few years, could negatively
      affect the shipping industry. The demand for dry cargo vessels is also greatly
      affected by the demand for consumer goods and perishable foods, dry bulk
      commodities and bagged and finished products, as well as commodity prices,
      environmental concerns and competition. The supply of shipping capacity is
      also
      a function of the delivery of new vessels and the number of older vessels
      scrapped, in lay-up, converted to other uses, reactivated or removed from active
      service. Supply may also be affected by maritime transportation and other types
      of governmental regulation, including that of international authorities. These
      and other factors may cause a decrease in the demand for the services we may
      ultimately provide. As a result, the operations of any prospective target
      business we may ultimately complete a business combination with may be adversely
      affected.





**Changes
      in the shipping industry may reduce the demand for the types of vessels we
      seek
      to acquire or the services we may ultimately provide and thereby reduce our
      profitability.**





The
      future demand for vessels in the markets in which we may ultimately operate
      will
      be dependent, in large part, upon economic growth in the global economy,
      seasonal and regional changes in demand and changes to the capacity of the
      world
      fleet. Adverse economic, political, social or other negative developments could
      have a material adverse effect on the business that we may ultimately complete
      a
      business combination with. Many of the markets in which dry cargo vessels
      operate have been characterized by oversupply. This is frequently the result
      of
      an overestimated growth in demand for these vessels in the applicable shipping
      markets. For example, an oversupply of vessels carrying bulk cargo may be due
      to, among other factors, an overestimation in the demand for imports of bulk
      commodities like grain, sugar, iron ore or coal. While it is our intention
      to
      complete a business combination with a target business that operates in a market
      that will afford the greatest value for the vessels that we ultimately own
      and
      operate, we cannot assure you that we will be able to successfully acquire
      a
      business that provides the valuable market that we seek, or that the value
      of
      the vessels that we ultimately acquire will maintain their value in any of
      these
      markets. Operating ** results
      may be subject to seasonal fluctuations.





The
      shipping industry has historically exhibited seasonal variations in demand
      and,
      as a result, in charter hire rates. This seasonality may result in
      quarter-to-quarter volatility in our operating results. The dry bulk carrier
      market is typically stronger in the fall and winter months in anticipation
      of
      increased consumption of coal and other raw materials in the northern hemisphere
      during the winter months. In addition, unpredictable weather patterns in these
      months tend to disrupt vessel scheduling and supplies of certain commodities.
      As
      a result, revenues are typically weaker during the fiscal quarters ended June
      30
      and September 30, and, conversely, typically stronger in fiscal quarters ended
      December 31 and March 31.





**If
      we experienced a catastrophic loss and our insurance is not adequate to cover
      such loss, it could have a material adverse affect on our operations.**





The
      ownership and operation of vessels in international trade is affected by a
      number of risks, including mechanical failure, personal injury, vessel and
      cargo
      loss or damage, business interruption due to political conditions in foreign
      countries, hostilities, labor strikes, adverse weather conditions and
      catastrophic marine disaster, including environmental accidents and collisions.
      All of these risks could result in liability, loss of revenues, increased costs
      and loss of reputation. We intend to maintain insurance, consistent with
      industry standards, against these risks on any vessels and other business assets
      we may acquire upon completion of a business combination. However, we cannot
      assure you that we will be able to adequately insure against all risks, that
      any
      particular claim will be paid out of our insurance, or that we will be able
      to
      procure adequate insurance coverage at commercially reasonable rates in the
      future. Our insurers will also require us to pay certain deductible amounts,
      before they will pay claims, and insurance policies may contain limitations
      and
      exclusions, which, although we believe will be standard for the shipping
      industry, may nevertheless increase our costs and lower our profitability.
      Additionally, any increase in environmental and other regulations may also
      result in increased costs for, or the lack of availability of, insurance against
      the risks of environmental damage, pollution and other claims for damages that
      may be asserted against us. Our inability to obtain insurance sufficient to
      cover potential claims or the failure of insurers to pay any significant claims,
      could have a material adverse effect on our profitability and operations.




22




**We
      may incur significant costs in complying with environmental, safety and other
      governmental regulations and our failure to comply with these regulations could
      result in the imposition of penalties, fines and restrictions on our operations.**




The
      operation of vessels is subject to extensive and changing environmental
      protection, safety and other federal, state and local laws, rules, regulations
      and treaties, compliance with which may entail significant expense, including
      expenses for ship modifications and changes in operating procedures. We cannot
      assure you that we will be able to comply with all laws, rules, regulations
      and
      treaties following a business combination. If we are unable to adhere to these
      requirements, it could result in the imposition of penalties and fines against
      us, and could also result in the imposition of restrictions on our business
      and
      operations. Furthermore, the costs of compliance also could have a material
      adverse effect on our profitability and operations.




**World
      events could affect our results of operations and financial
      condition.**




Terrorist
      attacks such as the attacks on the United States on September 11, 2001 and
      the
      continuing response of the United States to these attacks, as well the threat
      of
      future terrorist attacks in the United States or elsewhere, continue to cause
      uncertainty in the world financial markets and may affect our business,
      operating results and financial condition. The continuing conflict in Iraq
      may
      lead to additional acts of terrorism and armed conflict around the world, which
      may contribute to further economic instability in the global financial markets.
      In the past, political conflicts have also resulted in attacks on vessels,
      mining of waterways and other efforts to disrupt international shipping,
      particularly in the Arabian Gulf region. Acts of terrorism and piracy have
      also
      affected vessels trading in regions such as the South China Sea. Any of theses
      occurrences could have a material adverse impact on our operating results,
      revenues and costs. If a business combination involves the ownership of vessels,
      such vessels could be arrested by maritime claimants, which could result in
      the
      interruption of business and have an adverse effect on revenue and
      profitability.




Crew
      members, tort claimants, claimants for breach of certain maritime contracts,
      vessel mortgagees, suppliers of goods and services to a vessel, shippers of
      cargo and other persons may be entitled to a maritime lien against a vessel
      for
      unsatisfied debts, claims or damages, and in many circumstances a maritime
      lien
      holder may enforce its lien by “arresting” a vessel through court processes.
      Additionally, in certain jurisdictions, such as South Africa, under the “sister
      ship” theory of liability, a claimant may arrest not only the vessel with
      respect to which the claimant’s lien has arisen, but also any “associated”
vessel owned or controlled by the legal or beneficial owner of that vessel.
      If
      any vessel ultimately owned and operated by us is “arrested”, this could result
      in a material loss of revenues, or require us to pay substantial amounts to
      have
      the “arrest” lifted.


23




**We
      anticipate re-domiciling in the Marshall Islands in connection with a business
      combination, and the laws of the Marshall Islands will likely govern all of
      our
      material agreements and we may not be able to enforce our legal rights.**




In
      connection with a business combination, we anticipate relocating the home
      jurisdiction of our business from Delaware to the Marshall Islands to take
      advantage of favorable tax laws. If we determine to do this, the laws of the
      Marshall Islands will likely govern all of our material agreements. We cannot
      assure you that the system of laws and the enforcement of existing laws in
      the
      Marshall Islands would be as certain in implementation and interpretation as
      in
      the United States. The inability to enforce or obtain a remedy under any of
      our
      future agreements could result in a significant loss of business, business
      opportunities or capital. Any such reincorporation and the international nature
      of the shipping industry will likely subject us to foreign
      regulation.




**Governments** ****** **could
      requisition vessels of a target company during a period of war or emergency,
      resulting in a loss of earnings.**




A
      government could requisition a company’s vessels for title or hire. Requisition
      for title occurs when a government takes control of a vessel and becomes her
      owner, while requisition for hire occurs when a government takes control of
      a
      vessel and effectively becomes her charterer at dictated charter rates.
      Generally, requisitions occur during periods of war or emergency, although
      governments may elect to requisition vessels in other circumstances. Although
      a
      target company would be entitled to compensation in the event of a requisition
      of any of its vessels, the amount and timing of payment would be
      uncertain.




**Because
      our directors and officers reside outside of the United States and, after the
      consummation of a business combination, substantially all of our assets may
      be
      located outside of the United States, it may be difficult for investors to
      enforce their legal rights against such individuals.**




All
      of
      our directors and officers reside outside of the United States and, after the
      consummation of a business combination, substantially all of our assets may
      be
      located outside of the United States. As a result, it may not be possible for
      investors in the United States to enforce their legal rights, to effect service
      of process upon our directors or officers or to enforce judgments of United
      States courts predicated upon civil liabilities and criminal penalties of our
      directors and officers under Federal securities laws.




**We
      may become subject to United States Federal income taxation on our United States
      source shipping income.**




Due
      to
      the nature of the shipping industry, we may complete a business combination
      with
      a target business outside of the United States and, if such acquisition involved
      our reincorporation as a foreign entity, would then attempt to qualify under
      Section 883 of the U.S. Internal Revenue Code of 1986, as amended, for an
      exemption from United States federal income tax on substantially all of our
      shipping income. This exemption may not be available, or may subsequently be
      lost, if 50% or more of our stock is owned, for more than half the number of
      days during the taxable year, by persons in the United States. We can give
      no
      assurance that the ownership of our stock will permit us to qualify for the
      Section 883 exemption. If we do not qualify for an exemption pursuant to Section
      883, we will be subject to United States federal income tax, likely imposed
      on a
      gross basis at 4%, on our United States source shipping income, which
      constitutes not more than 50% of our gross shipping income. In such case, we
      may
      seek to elect to be taxed under what is in essence an alternative tonnage tax
      created by the American Job Creation Act of 2004, which would likely provide
      for
      a substantially reduced tax to the extent it applies. In such a case, our net
      income and cash flow will be reduced by the amount of such tax.


24


**If
      we acquire a business that charters vessels on the spot market, it may increase
      our risk of doing business following the business combination.**





We
      may
      complete a business combination with a business that involves the chartering
      of
      vessels on a spot charter basis, either on voyage charters or short-term time
      charters of less than 12 months’ duration. Although dependence on spot charters
      is not unusual in the shipping industry, the spot charter market is highly
      competitive and spot charter rates are subject to significant fluctuations
      based
      upon available charters and the supply of and demand for seaborne shipping
      capacity. Although our focus on the spot charter market may enable us to benefit
      from strengthening industry conditions should they occur, to do so we may be
      required to consistently procure spot charter business. We cannot assure you
      that spot charters will be available at rates that will be sufficient to enable
      us to operate our business profitably.





In
      addition, our dependence on the spot charter market may result in lower
      utilization of our vessels and consequently decreased profitability. We cannot
      assure you that rates in the spot charter market will not decline, that charters
      in the spot charter market will continue to be available or that our dependence
      on the spot charter market will not result in generally lower overall
      utilization or decreased profitability, the occurrence of any of which events
      could affect our ability to service our debt during these periods.




**If
      a target company has or obtains a vessel that is of second-hand or older nature,
      it could increase our costs and decrease our profitability.**




We
      believe that competition for employment of second-hand vessels may be intense
      in
      the dry cargo market. Additionally, second-hand vessels may carry no warranties
      from sellers with respect to their condition as compared to warranties from
      shipyards available for newly-constructed vessels, and may be subject to
      problems created by the use of their original owners. If we purchase any
      second-hand vessels, we may incur additional expenditures as a result of these
      risks, which may reduce our profitability.




While
      it
      will be our intention if we acquire a target business in this area to sell
      or
      retire our vessels before they are considered older vessels, under shipping
      standards, in the rare case where we continue to own and operate a vessel for
      a
      longer period, we could be faced with the additional expenditures necessary
      to
      maintain a vessel in good operating condition as the age of a vessel increases.
      Moreover, port-state authorities in certain jurisdictions may demand that
      repairs be made to this type of vessel before allowing it to berth at or depart
      a particular port, even though that vessel may be in class and in compliance
      with all relevant international maritime conventions. Should any of these types
      of problems or changes develop, income may be lost if a vessel goes off-hire
      and
      additional unforeseen and unbudgeted expenses may be incurred. If we choose
      to
      maintain any vessels past the age that we have planned, we cannot assure you
      that market conditions will justify expenditures with respect to any of the
      foregoing or enable us to operate these vessels profitably.




**Management
      services relating to a target company’s vessels may be performed by management
      companies that are affiliates of our officers and directors which could result
      in potential conflicts of interest.**




If
      we
      complete a business combination which involves the acquisition of vessels,
      we
      anticipate engaging the services of one or more management companies to provide
      technical and management services, relating to the operation of such vessels.
      Whether or not members of existing management remain our officers or directors
      post business combination, it is possible that these management services will
      be
      performed by management companies that are controlled by one or more of our
      officers or directors (for example, by acting as our fleet’s technical managers
      and performing all commercial management functions). The management companies
      may receive fees and commissions on gross revenue received by us in respect
      of
      each vessel managed, a commission on the gross sale or purchase price of vessels
      which we purchase or sell, and a commission on all insurance placed. If members
      of our existing management remain as members of management following a business
      combination, the relationships between our officers and directors and the
      applicable management companies may give rise to conflicts of interest between
      us on the one hand and the management companies on the other. In addition,
      some
      of our officers and directors also may hold senior management positions with
      one
      or more of these management companies. In light of their positions, these
      individuals may experience conflicts of interest in selecting between our
      interests and those of the applicable management companies. Because certain
      financial information will be required to be provided to our stockholders in
      connection with a proposed business combination, prospective target businesses
      may be limited.




25


In
      order
      to seek stockholder approval of a business combination with an operating
      business in the shipping industry, the proposed target business will be required
      to have certain financial statements which are prepared in accordance with,
      or
      which can be reconciled to, U.S. generally accepted accounting principles and
      audited in accordance with the standards of the United States Public Company
      Accounting Oversight Board. Some of the businesses in the shipping industry
      may
      not keep financial statements in accordance with, or that can be reconciled
      with, U.S. generally accepted accounting principles. To the extent that the
      required financial statements or information cannot be prepared or obtained,
      we
      will not be able to complete a business combination with such entities.
      Accordingly, these financial information requirements may limit the pool of
      potential target businesses or vessels which we may acquire.







***Risks
      associated with our common stock.***




**Our
      outstanding warrants may have an adverse effect on the market price of common
      stock and make it more difficult to effect a business combination.**




Currently,
      we have outstanding warrants to purchase 20,000,000 shares of common stock.
      To
      the extent we issue shares of common stock to effect a business combination,
      the
      potential for the issuance of substantial numbers of additional shares upon
      exercise of these warrants could make us a less attractive acquisition vehicle
      in the eyes of a target business as such securities, when exercised, will
      increase the number of issued and outstanding shares of our common stock and
      reduce the value of the shares issued to complete the business combination.
      Accordingly, our warrants may make it more difficult to effectuate a business
      combination or increase the cost of the target business. Additionally, the
      sale,
      or even the possibility of sale, of the shares underlying the warrants could
      have an adverse effect on the market price for our securities or on our ability
      to obtain future public financing. If and to the extent these warrants are
      exercised, you may experience dilution to your holdings.




**If
      our officers and directors exercise their registration rights, it may have
      an
      adverse effect on the market price our common stock and the existence of these
      rights may make it more difficult to effect a business combination.**




Our
      officers and directors are entitled to demand that we register the resale of
      their 9,026,924 shares of common stock owned by them prior to the offering
      and
      the private placement at any time after the date on which their shares are
      released from escrow, which, except in limited circumstances, will not be before
      December 15, 2008. Furthermore, certain of our officers and directors are
      entitled to demand and “piggy-back” registration with respect to the 1,132,500
      shares, 1,132,500 warrants and 1,132,500 shares underlying the warrants
      comprising the units purchased in the private placement at any time after we
      announce that we have entered a letter of intent, an agreement in principle
      or a
      definitive agreement in connection with a business combination. If our officers
      and directors exercise their registration rights with respect to all of their
      shares of common stock, then there will be an additional 10,159,424 shares
      of
      common stock eligible for trading in the public market. The presence of this
      additional number of shares of common stock eligible for trading in the public
      market may have an adverse effect on the market price of our common stock.
      In
      addition, the existence of these rights may make it more difficult to effectuate
      a business combination or increase the cost of the target business, as the
      stockholders of the target business may be discouraged from entering into a
      business combination with us or request a higher price for their securities
      as a
      result of these registration rights and the potential future effect their
      exercise may have on the trading market for our common stock.




26


**The
      American Stock Exchange may delist our securities from quotation on its exchange
      which could limit investors' ability to make transactions in our securities
      and
      subject us to additional trading restrictions.**




Our
      securities are listed on the American Stock Exchange, a national securities
      exchange. We cannot assure you that our securities will continue to be listed
      on
      the American Stock Exchange in the future prior to a business combination.
      Additionally, in connection with our business combination, it is likely that
      the
      American Stock Exchange may require us to file a new initial listing application
      and meet its initial listing requirements as opposed to its more lenient
      continued listing requirements. We cannot assure you that we will be able to
      meet those initial listing requirements at that time.




If
      the
      American Stock Exchange delists our securities from trading on its exchange,
      we
      could face significant material adverse consequences including:




·
            a
                limited availability of market quotations for our securities;




·
            a
                determination that our common stock is a "penny stock" which will
                require
                brokers trading in our common stock to adhere to more stringent rules
                and
                possibly resulting in a reduced level of trading activity in the
                secondary
                trading market for our common stock;




·
            a
                limited amount of news and analyst coverage for our company; and




·
            a
                decreased ability to issue additional securities or obtain additional
                financing in the future.




**If
      we are deemed to be an investment company, we may be required to institute
      burdensome compliance requirements and our activities may be restricted, which
      may make it difficult for us to complete a business combination.**




If
      we are
      deemed to be an investment company under the Investment Company Act of 1940,
      our
      activities may be restricted, including:




·
            restrictions
                on the nature of our investments;




·
            restrictions
                on the issuance of securities; and




·
            which
                may make it difficult for us to complete a business combination.




In
      addition, we may have imposed upon us burdensome requirements, including:


·
              registration
                    as an investment company;
  ·
                  adoption
                        of a specific form of corporate structure; and
 ·
                      reporting,
                            record keeping, voting, proxy and disclosure requirements
                            and other rules
                            and regulations.


We
      do not
      believe that our anticipated principal activities will subject us to the
      Investment Company Act of 1940. To this end, the proceeds held in trust may
      only
      be invested by the trust agent in Treasury Bills issued by the United States
      with maturity dates 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.
      By restricting the investment of the proceeds to these instruments, we intend
      to
      meet the requirements for the exemption provided in Rule 3a-1 promulgated under
      the Investment Company Act of 1940. If we were deemed to be subject to the
      act,
      compliance with these additional regulatory burdens would require additional
      expense that we have not allotted for.




27


**Our
      directors may not be considered “independent” under the policies of the North
      American Securities Administrators Association, Inc.**




Under
      the
      policies of the North American Securities Administrators Association, Inc.,
      an
      international organization devoted to investor protection, because each of
      our
      directors owns shares of our securities and may receive reimbursement for
      out-of-pocket expenses incurred by them in connection with activities on our
      behalf such as identifying potential target businesses and performing due
      diligence on suitable business combinations, state securities administrators
      could take the position that such individuals are not “independent.” If this
      were the case, they would take the position that we would not have the benefit
      of independent directors examining the propriety of expenses incurred on our
      behalf and subject to reimbursement. Additionally, there is no limit on the
      amount of out-of-pocket expenses that could be incurred and there will be no
      review of the reasonableness of the expenses by anyone other than our board
      of
      directors, which would include persons who may seek reimbursement, or a court
      of
      competent jurisdiction if such reimbursement is challenged. Although we believe
      that all actions taken by our directors on our behalf will be in our best
      interests, whether or not they are deemed to be “independent,” we cannot assure
      you that this will actually be the case. If actions are taken, or expenses
      are
      incurred that are actually not in our best interests, it could have a material
      adverse effect on our business and operations and the price of our stock held
      by
      the public stockholders.




**Because
      some of our directors and officers reside outside of the United States and,
      after the consummation of a business combination, substantially all of our
      assets may be located outside of the United States, it may be difficult for
      investors to enforce their legal rights against such individuals or such
      assets.**




Some
      of
      our directors and officers reside outside of the United States and, after the
      consummation of a business combination, substantially all of our assets may
      be
      located outside of the United States. As a result, it may not be possible for
      investors in the United States to enforce their legal rights, to effect service
      of process upon our directors or officers or to enforce judgments of United
      States courts predicated upon civil liabilities and criminal penalties of our
      directors and officers under Federal securities laws.




**Because
      we may acquire a company located outside of the United States, we may be subject
      to various risks of the foreign jurisdiction in which we ultimately operate.**




If
      we
      acquire a company that has sales or operations outside the United States, we
      could be exposed to risks that negatively impact our future sales or
      profitability following a business combination, especially if the acquired
      company is in a developing country or a country that is not fully
      market-oriented. If we were to acquire a business that operates in such a
      country, our operations might not develop in the same way or at the same rate
      as
      might be expected in the United States or another country with an economy
      similar to the market-oriented economies of member countries which are members
      of the Organization for Economic Cooperation and Development, or the OECD (an
      international organization helping governments through the economic, social
      and
      governance challenges of a globalized economy).





**Item
      1B. Unresolved Staff Comments**




None


28




**Item
      2. Properties**




We
      maintain our executive offices at 457 Madison Avenue, New York, New York 10022.
      Commencing in January 2006, the cost for this space provided by the law firm
      of
      Schwartz & Weiss, P.C. is $7,500 per month and includes certain other
      additional services provided by such firm pursuant to a letter agreement. We
      consider our current office space adequate for our current operations.





**Item
      3. Legal Proceedings**




To
      the
      knowledge of management, there is no litigation currently pending or
      contemplated against us or any of our officers or directors in their capacity
      as
      such.





**Item
      4. Submission of Matters to a Vote of Security Holders**





During
      the fourth quarter of our fiscal year ended December 31, 2005, there were no
      matters submitted to a vote of security holders.




**PART
      II**





**Item
      5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities**





The
      Company’s Units, commenced trading on the American Stock Exchange under the
      symbol “SEAU,” on December 16, 2005. Effective on February 27, 2006, the
      Company’s Common Stock and Warrants began to trade separately under the symbols
“SEA,” and “SEAW”, respectively, and the Units ceased trading. The following
      table sets forth the high and low sales information for the Company’s Units for
      the period from December 16, 2005 through December 30, 2005.




**Units****Quarter**
            **High**
            **Low**First
                Quarter*
            -0-
            -0-Second
                Quarter*
            -0-
            -0-Third
                Quarter*
            -0-
            -0-Fourth
                Quarter*
              (October
                1 to December 15)*
            -0-
            -0-Fourth
                Quarter
              (December16
                to December 30)
            $9.98
            $9.80




*
      No
      amounts are included as our securities had not commenced trading on the American
      Stock Exchange.





**Number
      of Holders of Common Stock and Warrants.**





On
      March
      29, 2006, there were nine holders of record of our Common Stock and six holders
      of record of our Warrants which does not include individual participants in
      security position listings that hold their securities in street name through
      CEDE & Co. The Company’s Units
      ceased
      trading on February 27, 2006.





**Dividends.**





There
      were no cash dividends or other cash distributions made by us during the fiscal
      year ended December 31, 2005. Future dividend policy will be determined by
      our
      Board of Directors based on our earnings, financial condition, capital
      requirements and other then existing conditions. It is anticipated that cash
      dividends will not be paid to the holders of our common stock in the foreseeable
      future.





29


**Recent
      Sales of Unregistered Securities.**




On
      May
      17, 2005, we issued an aggregate of 9,026,924 shares of our common stock to
      the
      individuals set forth below for $25,000 in cash, at a purchase price of $0.003
      per share, as follows:




**Name**
            **Number
                of Shares**
            **Relationship
                to Us**Prokopios
                (Akis) Tsirigakis
            8,915,712
            Chairman
                of the Board, Chief Executive Officer and PresidentGeorge
                Syllantavos
            22,387
            Chief
                Financial Officer and DirectorChristo
                Anagnostou
            10,832
            Vice
                President of OperationsNiko
                Nikiforos
            10,832
            Vice
                President of Business DevelopmentPetros
                Pappas
            22,387
            DirectorKoert
                Erhardt
            22,387
            DirectorTom
                Søfteland
            22,387
            Director




On
      June
      6, 2005, Mr. Tsirigakis transferred an aggregate of 3,228,750 of his shares
      for
      $0.003 per share to the other officers and directors named above as
      follows:




**Name**
            **Number
                of****Shares**George
                Syllantavos
            1,331,652Christo
                Anagnostou
            169,706Niko
                Nikiforos
            169,706Petros
                Pappas
            699,768Koert
                Erhardt
            428,959Tom
                Søfteland
            428,959




On
      October 19, 2005, Mr. Tsirigakis transferred an additional 2,029,570 shares
      and
      Messrs. Anagnostou, Nikiforos, Erhardt and Søfteland transferred an aggregate of
      596,148 of the June 6, 2005 shares to Mr. Pappas.


30




On
      December 15, 2005, we issued an aggregate of 1,132,500 units, including shares
      of common stock and warrants to purchase common stock in a private placement
      to **** the
      individuals set forth below for $11,325,000 in cash, at a purchase price of
      $10.00 per share, as follows:







**Name**
            **Number
                of**
              **Units**
            **Relationship
                to Us**Prokopios
                (Akis) Tsirigakis
            350,000
            Chairman
                of the Board, Chief Executive Officer and PresidentGeorge
                Syllantavos
            132,500
            Chief
                Financial Officer and DirectorPetros
                Pappas
            600,000
            DirectorKoert
                Erhardt
            50,000
            Director




Maxim
      Group LLC acted as placement agent with respect to the private placement of
      the
      units and received a placement fee equal to 4% in cash, or $453,000 of the
      gross
      proceeds, a non-accountable expense allowance equal to 1%, or $113,250 of the
      gross proceeds and a contingent placement fee in the amount of 2% of the gross
      proceeds, or $226,500, which is held in the trust account and will be paid
      to
      Maxim only upon consummation of a business combination. The warrants entitle
      to
      holders to purchase from us one share of our common stock at an exercise price
      of $8.00.




The
      securities were issued pursuant to the exemption from registration contained
      in
      Section 4(2) of the Securities Act as they were sold to sophisticated, wealthy
      individuals. No underwriting discounts or commissions were paid with respect
      to
      such sales.





**Use
      of Proceeds of the Registered Securities and Private
      Placement**




On
      December 21, 2005 ,
      we
      consummated our initial public offering of 18,867,500 units. Each unit consists
      of one share of common stock and one warrant. Each warrant entitles the holder
      to purchase from us one share of our common stock at an exercise price of $8.00.
      The units were sold at an offering price of $10.00 per unit, generating total
      gross proceeds of $188,675,000. Maxim Group LLC acted as lead underwriter.
      The
      securities sold in the offering were registered under the Securities Act of
      1933
      on a registration statement on Form S-1 (No. 333-125662). The Securities and
      Exchange Commission declared the registration statement effective on December
      15, 2005.




On
      December 15, 2005, we consummated a private placement whereby certain of our
      officers and directors purchased an aggregate of 1,132,500 units at $10.00
      per
      unit, generating gross proceeds of $11,325,000. Maxim Group LLC acted as the
      placement agent.




We
      incurred a total of $7,547,000 in underwriting discounts and commissions,
      $453,000 in placement fees and $2,900,380 of expenses related to the public
      offering and private placement.




After
      deducting the underwriting discounts and commissions, the placement fee and the offering expenses, the
      total net proceeds to us from the offering and the private placement was
      approximately $189,125,000. Of
      the
      proceeds of the Offerings, $188,675,000 is being held in a trust account and
      invested until the earlier of (i) the consummation of the first business
      combination or (ii) the distribution of the trust account as described below.
      The amount in the Trust Account includes $3,773,500 of contingent underwriting
      compensation and $226,500 of contingent private placement fees which will be
      paid to the underwriters if a business combination is consummated, but which
      will be forfeited in part if public stockholders elect to have their shares
      redeemed for cash if a business combination is not consummated. $599,163 of
      the
      net proceeds were used to repay debt and interest to Mr. Tsirigakis for a loan
      used to cover expenses related to the public offering and the remaining proceeds
      in the amount of $533,172 (less approximately $170,000 of additional financing
      fees accrued but not yet paid) may be used to pay for business, legal and
      accounting due diligence on prospective acquisitions and continuing general
      and
      administrative expenses.




31


From
      inception through December 31, 2005, we have incurred $50,211 of expenses
      towards the net proceeds that were not deposited into the trust account to
      pay
      operating expenses. The net proceeds deposited into the trust account remain
      on
      deposit in the trust account earning interest. As of December 31, 2005, there
      was $188,858,542 held in the trust account, including interest income of
      $183,542.


The
      net
      proceeds of the offering in the amount of $188,675,000 deposited into the trust
      account have been invested in short-term U.S. Government Securities,
      specifically Treasury Bills, having a maturity date of 180 days or
      less.





**Repurchases
      of Equity Securities.**





None





**Item
      6. Selected Financial Data**







The
      selected financial data presented below summarizes certain financial data which
      has been derived from and should be read in conjunction with our financial
      statements and notes thereto included in the section beginning on page F-1.
      See also “Item 7. Management’s Discussion and Analysis of Financial Condition
      and Results of Operations.”


**Period
                from May 13, 2005**
              **(Date
                of Inception) to****December
                31, 2005****Income
                Statement Data:**Formation
                and Operating Costs
            
            $    
                 50,211Interest
                income
            
            183,542Provision
                for income taxes
            
            23,000Net
                income
            
            110,331Earnings
                per share (basic and diluted)
            
            0.01







**As
                  of**
                ******December
                  31, 2005****Balance
                  Sheet Data:**Investments
                  in trust account
              
              $
                  188,858,542Cash
              
              593,281Working
                  capital
              
              185,225,951Total
                  assets
              
              189,579,589Total
                  stockholders’ equity
              
              120,574,551
  32




**Item
      7. Management's Discussion and Analysis of Financial Condition and Results
      of
      Operations**





**Overview**





We
      were
      formed on May
      13,
      2005 to acquire, through a merger, capital stock exchange, asset acquisition
      or
      other similar business combination, one or more businesses in the shipping
      industry. Our
      initial business combination must be with a target business or businesses whose
      fair market value is at least equal to 80% of our net assets at the time of
      such
      acquisition. We intend to utilize cash derived from the proceeds of our recently
      completed initial public offering, our capital stock, debt or a combination
      of
      cash, capital stock and debt, in effecting a business combination.





**Critical
      Accounting Policies**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      expenses during the reporting period. Actual results could differ from those
      estimates.





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





**Results
      of Operations for the Period from May 13, 2005 (inception) to December 31,
      2005**




From
      May
      13, 2005 (the date of inception) through December 31, 2005, we incurred $50,211
      of operating expenses, which were paid from the net
      proceeds that were not deposited into the trust account . During the
      period, we earned interest income of
      $183,542 on the net proceeds of $188,675,000 that was deposited into the trust
      account. Since we did not have any operations, all of our income was derived
      from the interest income earned on funds held in the trust account. Our
      operating expenses during the period consisted primarily of expenses related
      to
      office operations and professional fees. We also provided for $23,000 in income
      taxes.




Commencing
      in January 2006 and ending upon the acquisition of a target business, we began
      incurring a fee of $7,500 per month for office space and certain other
      additional services from the law firm of Schwartz & Weiss, P.C. In 2005, Mr.
      Tsirigakis advanced a total of $590,000 at an interest rate of 4% per annum
      for
      payment of offering expenses on our behalf. These loans were repaid following
      our initial public offering from the proceeds of the offering.





**Liquidity
      and Capital Resources.**




On
      December 15, 2005, we sold 1,132,500 units in a private placement to certain
      of
      our officers and directors. On December 21, 2005, we consummated our initial
      public offering of 18,867,500 units. Each unit in the private placement and
      the
      public offering consists of one share of common stock and one redeemable common
      stock purchase warrant. Each warrant entitles the holder to purchase from us
      one
      share of our common stock at an exercise price of $8.00. Our common stock and
      warrants started trading separately as of February 27, 2006.





The
      net
      proceeds from the sale of our units, after deducting certain offering expenses
      of $10,217,665 including underwriting discounts and commissions and placement
      fees, were $189,807,335. Of this amount, $188,675,000 was placed in the trust
      account, $599,163 was used to repay debt and interest to Mr. Tsirigakis for
      a
      loan used to cover expenses related to the public offering and the remaining
      proceeds of $533,172 was deposited and is being held outside of the trust
      account. The remaining proceeds (less $170,000 of additional financing fees
      which are accrued but not yet paid) are available to be used by us to provide
      for business, legal and accounting due diligence on prospective acquisitions
      and
      continuing general and administrative expenses. The net proceeds deposited
      into
      the trust account remain on deposit in the trust account earning interest.
      As of
      December 31, 2005, there was approximately $188,858,542 held in the trust
      account, of which up to $4,000,000 will be paid to the underwriters if a
      business combination is consummated, but which will be forfeited in part if
      public stockholders elect to have their shares redeemed for cash if a business
      combination is not consummated. We will use substantially all of the net
      proceeds of the public offering to acquire a target business, including
      identifying and evaluating prospective acquisition candidates, selecting the
      target business, and structuring, negotiating and consummating the business
      combination. To the extent that our capital stock is used in whole or in part
      as
      consideration to effect a business combination, the proceeds held in the trust
      account as well as any other net proceeds not expended will be used to finance
      the operations of the target business.





33


At
      the
      time we seek stockholder approval of our initial business combination, we will
      offer each public stockholder the right to have such stockholder’s shares of
      common stock redeemed for cash if the stockholder votes against the business
      combination and the business combination is approved and completed. The actual
      per-share redemption price will be equal to the amount in the trust account
      (calculated as of two business days prior to the consummation of the proposed
      business combination), inclusive of any interest, net of taxes payable, divided
      by the number of shares sold in the public offering. We may effect a business
      combination so long as public stockholders owning no more than 32.99% of the
      shares sold in the offering vote against the business combination and exercise
      their redemption rights. In accordance with the terms of the Offering, 6,598,000
      shares of common stock are subject to possible redemption. Accordingly, at
      December 31, 2005, $64,660,400, of the net proceeds from the Offering, has
      been
      classified as common stock subject to possible redemption in the Company’s
      balance sheet.





We
      believe we will have sufficient available funds outside of the trust account
      to
      operate through December 21, 2007, assuming that a business combination is
      not
      consummated during that time. We do not believe we will need to raise additional
      funds in order to meet the expenditures required for operating our business.
      However, we may need to raise additional funds through a private offering of
      debt or equity securities if such funds are required to consummate a business
      combination that is presented to us. We would only consummate such a financing
      simultaneously with the consummation of a business combination.





**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 FAS 133 and are accordingly not accounted for as derivatives
        for purposes of FAS 133, but instead are accounted for as equity.  See
        Footnote 2 to the financial statements for more information.




**Contractual
      Obligations.**





We
      do not
      have any long term debt, capital lease obligations, operating lease obligations,
      purchase obligations or other long term liabilities.





**Forward
      Looking Statements**





This
      Annual Report on Form 10-K includes 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. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
      the negative of such terms or other similar expressions. Factors that might
      cause or contribute to such a discrepancy include, but are not limited to,
      those
      described above under Item 1A “Risk Factors” and in our other Securities and
      Exchange Commission filings. The following discussion should be read in
      conjunction with our Financial Statements and related Notes thereto included
      elsewhere in this report.





34


**Item
      7A. Quantitative and Qualitative Disclosures About Market Risk**





Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices, and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the trust
      account, we may not engage in, any substantive commercial business. Accordingly,
      we are not and, until such time as we consummate a business combination, we
      will
      not be, exposed to risks associated with foreign exchange rates, commodity
      prices, equity prices or other market-driven rates or prices. The net proceeds
      of our initial public offering held in the trust account have been invested
      only
      in money market funds meeting certain conditions under Rule 2a-7 promulgated
      under the Investment Company Act of 1940. Given our limited risk in our exposure
      to money market funds, we do not view the interest rate risk to be significant.





**Item
      8. Financial Statements and Supplementary Data**





Financial
      statements are attached hereto following beginning on Page F-1.





**Item
      9. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure**





None





**Item
      9A. Controls and Procedures**





An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      December 31, 2005 was made under the supervision and with the participation
      of
      our management, including our chief executive officer and chief financial
      officer. Based on that evaluation, they concluded that our disclosure controls
      and procedures are effective as of the end of the period covered by this report
      to ensure that information required to be disclosed by us in reports that we
      file or submit under the Securities Exchange Act of 1934 is recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms. During the period covered by this Annual
      Report on Form 10-K, there has been no significant change in our internal
      control over financial reporting that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting.





**Compliance
      with Section 404 of the Sarbanes-Oxley Act of 2002**





Pursuant
      to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act), beginning with
      our
      Annual Report on Form 10-K for the fiscal year ending December 31, 2007, we
      will
      be required to furnish a report by our management on our internal control over
      financial reporting. This report will contain, among other matters, an
      assessment of the effectiveness of our internal control over financial reporting
      as of the end of our fiscal year, including a statement as to whether or not
      our
      internal control over financial reporting is effective. This assessment must
      include disclosure of any material weaknesses in our internal control over
      financial reporting identified by management. If we identify one or more
      material weaknesses in our internal control over financial reporting, we will
      be
      unable to assert our internal control over financial reporting is effective.
      This report will also contain a statement that our independent registered public
      accountants have issued an attestation report on management's assessment of
      such
      internal controls and conclusion on the operating effectiveness of those
      controls.





35


Management
      acknowledges its responsibility for internal controls over financial reporting
      and seeks to continually improve those controls. We believe the system and
      process documentation and evaluation needed to comply with Section 404 which
      will begin in 2006 and continue in 2007 for documenting, evaluating and
      monitoring our internal control over financial reporting is consistent with
      the
      objectives of Section 404 of the Act.





**Item
      9B. Other Information**





None


36





**PART
      III**





**Item
      10. Directors and Executive Officers of the Registrant**




Our
      current directors and executive officers are as follows:




**Name**
            
            **Age**
            
            **Position**Prokopios
                (Akis) Tsirigakis
            
            50
            
            Chairman
                of the Board, Chief Executive Officer and PresidentGeorge
                Syllantavos
            
            41
            
            Chief
                Financial Officer, Secretary and DirectorChristo
                Anagnostou
            
            57
            
            Vice
                President of OperationsNiko
                Nikiforos
            
            41
            
            Vice
                President of Business DevelopmentPetros
                Pappas
            
            52
            
            DirectorKoert
                Erhardt
            
            49
            
            DirectorTom
                Søfteland
            
            45
            
            Director




**Prokopios
      (Akis) Tsirigakis** has been
      our Chairman of the Board, Chief Executive Officer and President since
      inception. Mr. Tsirigakis is experienced in ship management, ship ownership
      and
      overseeing new shipbuilding projects. Since November 2003, he has been the
      Joint
      Managing Director of Oceanbulk Maritime S.A., a dry cargo shipping company
      that
      has operated and managed as much as 1.6 million tons of deadweight vessels
      and
      which is part of the Oceanbulk Group of affiliated companies involved in the
      service sectors of the shipping industry. Since November 1998, Mr. Tsirigakis
      has been the Managing Director of Combine Marine Inc., a company which he
      founded that provides ship management services to third parties and which is
      part of the Oceanbulk Group. From 1991 to 1998, Mr. Tsirigakis was the
      Vice-President and Technical Director of Konkar Shipping Agencies S.A. of
      Athens, after having served as Konkar’s Technical Director from 1984 to 1991,
      which at the time managed 16 dry bulk carriers, multi-purpose vessels and
      tanker/combination carriers. From 1982 to 1984, Mr. Tsirigakis was the Technical
      Manager of Konkar’s affiliate, Arkon Shipping Agencies Inc. of New York, a part
      of the Archirodon Construction Group. He is a member of the Technical Committee
      (CASTEC) of Intercargo, the International Association of Dry Cargo Shipowners,
      and of the Technical Committees of Classification Societies. Mr. Tsirigakis
      received his Masters and B.Sc. in Naval Architecture from The University of
      Michigan, Ann Arbor and has three years of seagoing experience. Since its
      initial public offering in February 2005, Mr. Tsirigakis has served on the
      board
      of directors of Dryships Inc., a company listed on the NASDAQ National Market
      (NNM: DRYS) which provides international seaborne transportation services
      carrying various dry-bulk cargoes.




**George
      Syllantavos** has
      been
      our Chief Financial Officer and a member of our board of directors since
      inception and our Secretary since December 2005. Since May 1999, he has been
      President and General Manager of Vortex Ltd., an aviation consulting firm
      specializing in strategic and fleet planning. From January 1998 to April 1999,
      he served as a financial advisor to Hellenic Telecommunications Organization
      S.A., where, on behalf of the Chief Executive Officer, he coordinated and led
      the company’s listing on the New York Stock Exchange (NYSE:OTE) and where he had
      responsibilities for the strategic planning and implementation of multiple
      acquisitions of fixed-line telecommunications companies, including RomTelecom.
      Mr. Syllantavos served as a financial and strategic advisor to both the Greek
      Ministry of Industry & Energy (from June 1995 to May 1996) and the Greek
      Ministry of Health (from May 1996 to January 1998), where, in 1997 and 1998,
      he
      helped structure the equivalent of a US$700 million bond issuance for the
      payment of outstanding debts to supplier of the Greek National Health System.
      From 1998 to 2004, he served as a member of the Investment Committee of Rand
      Brothers & Co., a small U.S. merchant banking firm, where he reviewed and
      analyzed more than 35 acquisition targets of small or medium sized
      privately-held manufacturing firms in the U.S. and internationally, of which
      he
      negotiated, structured and directed the acquisition of three such firms with
      transactions ranging in size from $7 million to $11 million. Mr. Syllantavos
      has
      a B.Sc. in Industrial Engineering from Roosevelt University and an MBA in
      Operations Management, International Finance and Transportation Management
      from
      Northwestern University (Kellogg).




37


**Christo
      Anagnostou** has
      been
      our Vice President of Operations since inception. Since May 2005, he has been
      the General Manager of Combine Marine Inc., and since November 1999, he has
      been
      the General and Marine Operations Manager of Oceanbulk Maritime S.A., each
      of
      which are part of the Oceanbulk Group. In his capacities at Combine Marine
      Inc.
      and Oceanbulk Maritime S.A., he has been responsible for vessel acquisition
      and
      disposition transactions and the daily operational management of up to 32
      vessels. From 1992 to October 1999, he served as the Operations Manager for
      Cardiff Marine Inc., a shipping management company which at the time had a
      fleet
      of over 35 oceangoing dry-bulk, tanker, reefer and container vessels., From
      1981
      to 1991, Mr. Anagnostou was the Operations Manager for Hydroussa Shipping Co,
      Ltd., and from 1974 to 1977, he was a Ship Operator for N.J. Goulandris (London)
      Ltd., both of which are ship management companies based in London, England.
      He
      is a Supporting Member of the London Maritime Arbitrators Association. Mr.
      Anagnostou received his B.Sc. in Economics from Athens Graduate University
      of
      Economics and Business Science and did his post graduate studies in Shipping
      Management at the London School of Foreign Trade, Morley College - London.




**Niko
      Nikiforos** has been
      our Vice President of Business Development since inception. Since September
      1997, he has been the Managing Director of Oceanbulk Shipping and Trading S.A.,
      which provides ocean transportation solutions for international commodity
      companies and which, since December 2002, operates a regular liner service
      between the United States and South America. Since 1997, he has also been the
      Managing Director of Interchart Shipping Inc., which specializes in chartering
      dry cargo ships and serves as the exclusive chartering broker for the Oceanbulk
      Group. Since 1997, he has been the Commercial Director of Oceanbulk Maritime
      S.A. From 1995 to 1997, he served as a Shipbroker for Link Maritime Enterprises
      S.A., a ship brokering company. Mr. Nikiforos received his Diploma in Shipping
      from the London School of Foreign Trade.




**Petros
      Pappas** has been
      a member of the board of directors since inception. Throughout his career as
      a
      principal and manager in the shipping industry, Mr. Pappas has been involved
      in
      over 120 vessel acquisitions and disposals. In 1989, he founded Oceanbulk
      Maritime S.A., a dry cargo shipping company that has operated managed vessels
       aggregating as much as 1.6 million deadweight tons of cargo capacity. He
      also founded the Oceanbulk Group of affiliated companies, which are involved
      in
      the service sectors of the shipping industry. The Oceanbulk Group is comprised
      of Oceanbulk Maritime S.A., Interchart Shipping Inc., Oceanbulk Shipping and
      Trading S.A., Interchart Shipping Inc., Oceanbulk Shipping and Trading S.A.,
      Oceanbulk S & P, Combine Marine Inc., More Maritime Agencies Inc., and
      Sentinel Marine Services Inc. Additionally, Mr. Pappas ranked among the top
      25
      Greek ship owners (by number of ocean going vessels) as evaluated by the U.S.
      Department of Commerce’s 2004 report on the Greek shipping industry. Mr. Pappas
      has been a Director of the UK Defense Club, a leading insurance provider of
      legal defense services in the shipping industry worldwide, since January 2002,
      and is a member of the Union of Greek Shipowners (UGS). Mr. Pappas received
      his
      B.A. in Economics and his MBA from The University of Michigan, Ann
      Arbor.




**Koert
      Erhardt** has been
      a member of the board of directors since inception. From September 2004 to
      December 2004, he served as the Chief Executive Officer and a member of the
      board of directors of CC Maritime S.A.M., an affiliate of the Coeclerici Group,
      an international conglomerate whose businesses include shipping and transoceanic
      transportation of dry bulk materials. From 1998 to September 2004, he served
      as
      General Manager of Coeclerici Armatori S.p.A. and Coeclerici Logistics S.p.A.,
      affiliates of the Coeclerici Group, where he created a shipping pool that
      commercially managed over 130 vessels with a carrying volume of 72 million
      tons
      and developed the use of Freight Forward Agreement trading as a hedging
      mechanism to the pool’s exposure and positions. From 1994 to 1998, he served as
      the General Manager of Bulkitalia, a prominent shipping concern which at the
      time owned and operated over 40 vessels. From 1990 to 1994, Mr. Erhardt served
      in various positions with Bulk Italia. From 1988 to 1990, he was the Managing
      Director and Chief Operating Officer of Nedlloyd Dry Bulk, the dry bulk arm
      of
      the Nedlloyd Group, an international conglomerate whose interests include
      container ship liner services, tankers, oil drilling rigs, pipe laying vessels
      and ship brokering.. Mr. Erhardt received his Diploma in Maritime Economics
      and
      Logistics from Hogere Havenen Vervoersschool (now Erasmus University),
      Rotterdam, and received his MBA International Executive Program at INSEAD,
      Fontainebleau, France. Mr. Erhardt has also studied at the London School of
      Foreign Trade.




38


**Tom
      Søfteland** has been
      a member of the board of directors since inception. Since October 1996, he
      has
      been the Chief Executive Officer of Capital Partners A.S. of Bergen, Norway,
      a
      financial services firm that he founded and which specializes in shipping and
      asset finance. From 1990 to October 1996, he held various positions at Industry
      & Skips Banken, ASA, a bank specializing in shipping, most recently as its
      Deputy Chief Executive Officer. Mr. Søfteland received his B.Sc. in Economics
      from the Norwegian School of Business and Administration (NHH).





**Board
      of Directors**





Our
      board
      of directors is divided into three classes with only one class of directors
      being elected in each year and each class serving a three-year term. The term
      of
      office of the first class of directors, consisting of Petros Pappas, will expire
      at our first annual meeting of stockholders. The term of office of the second
      class of directors, consisting of Koert Erhardt and Tom Søfteland, will expire
      at the second annual meeting. The term of office of the third class of
      directors, consisting of Akis Tsirigakis and George Syllantavos, will expire
      at
      the third annual meeting.





These
      individuals are playing key roles in identifying and evaluating prospective
      acquisition candidates, selecting the target business, and structuring,
      negotiating and consummating its acquisition. None of these individuals has
      been
      a principal of or affiliated with a public company or blank check company that
      executed a business plan similar to our business plan and none of these
      individuals is currently affiliated with such an entity. However, we believe
      that the skills and expertise of these individuals, their collective access
      to
      acquisition opportunities and ideas, their contacts, and their transaction
      expertise should enable them to successfully identify and effect an acquisition
      although we cannot assure you that they will, in fact, be able to do
      so.




**Director
      independence**




Our
      board
      of directors has determined that Mr. Erhardt and Mr. Søfteland are "independent
      directors" as defined in the American Stock Exchange listing standards and
      Rule
      10A-3 of the Exchange Act. We intend to locate and appoint at least one
      additional independent director to serve on our board of directors who will
      serve on our audit committee.




**Board
      committees**




We
      have
      an audit committee, a nominating committee and a compensation committee. Our
      board of directors has adopted a charter for the audit committee as well as
      a
      code of conduct and ethics that governs the conduct of our directors, officers
      and employees.




39


Our
      audit
      committee consists of Mr. Erhardt, Mr. Søfteland and Mr. Pappas. Each member of
      our audit committee is financially literate under the current listing standards
      of the American Stock Exchange, and our board of directors has determined that
      Mr. Søfteland qualifies as an "audit committee financial expert," as such term
      is defined by SEC rules. We intend to locate and appoint at least one additional
      independent director to our audit committee by December 21, 2006, at which
      time
      Mr. Pappas will resign from his position as a member of the audit committee.




The
      audit
      committee will review the professional services and independence of our
      independent registered public accounting firm and our accounts, procedures
      and
      internal controls. The audit committee will also select our independent
      registered public accounting firm, review and approve the scope of the annual
      audit, review and evaluate with the independent public accounting firm our
      annual audit and annual consolidated financial statements, review with
      management the status of internal accounting controls, evaluate problem areas
      having a potential financial impact on us that may be brought to the committee's
      attention by management, the independent registered public accounting firm
      or
      the board of directors, and evaluate all of our public financial reporting
      documents.




**Code
      of conduct and ethics**




We
      have
      adopted a code of conduct and ethics applicable to our directors, officers
      and
      employees in accordance with applicable federal securities laws and the rules
      of
      the American Stock Exchange.





**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Securities Exchange Act requires our directors, executive officers
      and persons who own more than 10% of our common stock to file reports of
      ownership and changes in ownership of our common stock with the Securities
      and
      Exchange Commission. Directors, executive officers and persons who own more
      than
      10% of our common stock are required by Securities and Exchange Commission
      regulations to furnish to us copies of all Section 16(a) forms they file. To
      our
      knowledge, based solely upon review of the copies of such reports received
      or
      written representations from the reporting persons, we believe that during
      the
      year ended December 31, 2005, our directors, executive officers and persons
      who
      own more than 10% of our common stock complied with all Section 16(a) filing
      requirements.





**Item
      11. Executive Compensation**




No
      executive officer has received any cash compensation for services rendered
      and
      no compensation of any kind, including finder’s and consulting fees, will be
      paid to any of our officers and directors, or any of their respective
      affiliates, for services rendered prior to or in connection with a business
      combination. However, these individuals will be reimbursed for any out-of-pocket
      expenses incurred in connection with activities on our behalf such as
      identifying potential target businesses and performing due diligence on suitable
      business combinations. Such individuals may be paid consulting, management
      or
      other fees from target businesses as a result of the business combination,
      with
      any and all amounts being fully disclosed to stockholders, to the extent then
      known, in the proxy solicitation materials furnished to the stockholders. There
      is no limit on the amount of these out-of-pocket expenses and there will be
      no
      review of the reasonableness of the expenses by anyone other than our board
      of
      directors, which includes persons who may seek reimbursement, or a court of
      competent jurisdiction if such reimbursement is challenged. Because none of
      our
      directors may be deemed “independent,” we will generally not have the benefit of
      independent directors examining the propriety of expenses incurred on our behalf
      and subject to reimbursement.




40


**Item
      12. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters**





The
      following table sets forth, as of March 24, 2006, certain information regarding
      beneficial ownership of our common stock by each person who is known by us
      to
      beneficially own more than 5% of our common stock. The table also identifies
      the
      stock ownership of each of our directors, each of our officers, and all
      directors and officers as a group. Except as otherwise indicated, the
      stockholders listed in the table have sole voting and investment powers with
      respect to the shares indicated.





Shares
      of
      common stock which an individual or group has a right to acquire within 60
      days
      pursuant to the exercise or conversion of options, warrants or other similar
      convertible or derivative securities are deemed to be outstanding for the
      purpose of computing the percentage ownership of such individual or group,
      but
      are not deemed to be outstanding for the purpose of computing the percentage
      ownership of any other person shown in the table.





**Name
                and Address of Beneficial Owner(1)**
            **Amount
                and**
              **Nature
                of**
              **Beneficial**
              **Ownership(2)(3)**
            **Approximate**
              **Percentage
                of**
              **Outstanding
                Common**
              **Stock**Prokopios
                (Akis) Tsirigakis
            4,007,392
            12.6%George
                Syllantavos
            1,486,539
            4.66%Christo
                Anagnostou
            116,108
            *Niko
                Nikiforos
            116,108
            *Petros
                Pappas
            3,947,873
            11.53%Koert
                Erhardt
            340,269
            *Tom
                Søfteland
            145,135
            *Sapling,
                LLC (4)
            1,105,467
            3.8%Fir
                Tree Recovery (4)
            405,533
            1.4%Amaranth
                LLC (5)
            2,235,000
            7.7%Amaranth
                Advisors LLC (5)
            2,235,000
            7.7%Nicholas
                M. Maounis (5)
            2,235,000
            7.7%Satellite
                Fund I, LP (6)
            70
            *Satellite
                Fund II, LP (6)
            218,290
            *Satellite
                Fund IV, LP (6)
            43,940
            *Satellite
                Overseas Fund, Ltd. (6)
            493,640
            1.7%The
                Apogee Fund, Ltd. (6)
            101,620
            *Satellite
                Overseas Fund V, Ltd. (6)
            55,270
            *Satellite
                Overseas Fund VI, Ltd. (6)
            29,440
            *Satellite
                Overseas Fund VII, Ltd. (6)
            120
            *Satellite
                Overseas Fund VIII, Ltd. (6)
            5,370
            *Satellite
                Overseas Fund IX, Ltd. (6)
            43,940
            *Satellite
                Strategic Finance Partners, Ltd. (6)
            501,000
            1.73%Satellite
                Asset Management, L.P. (6)
            1,492,700
            5.14%Satellite
                Fund Management LLC (6)
            1,492,700
            5.14%Satellite
                Advisors, LLC (6)
            262,300
            *All
                directors and executive officers as a group(7
                individuals)
            10,159,424
            35.00%




41


———————


*less
      than one (1%) percent.


(1)
      Unless otherwise indicated, the business address of each of the individuals
      is
      c/o Schwartz & Weiss, P.C., 457 Madison Avenue, New York, New York 10022.




(2)
      Our
      officers and directors have agreed to surrender to us for cancellation up to
      an
      aggregate of 200,000 shares in the event, and to the extent, stockholders
      exercise their right to redeem their shares for cash upon a business
      combination. The share amounts do not reflect any surrender of
      shares.


(3)
      Does
      not include shares of common stock issuable upon exercise of warrants that
      are
      not exercisable in the next 60 days.


(4)
      Derived from a joint filing of a Schedule 13G on February 9, 2006 filed by
      Sapling, LLC and Fir Tree Recovery. Fir Tree, Inc. is the investment manager
      of
      both Sapling LLC and Fir Tree Recovery.


(5)
      Derived from a Schedule 13G/A filed on February 10, 2006 by
      Amaranth LLC, Amaranth Advisors LLC and Nicholas M. Maounis. Amaranth Advisors
      L.L.C. is the trading advisor for Amaranth LLC ("Amaranth") and has been granted
      investment discretion over portfolio investments, including the Common Stock
      (as
      defined below), held by it. Maounis is the managing member of Amaranth Advisors
      L.L.C. and may, by virtue of his position as managing member, be deemed to
      have
      power to direct the vote and disposition of the Common Stock held for
      Amaranth.


(6)
      Derived from a joint filing of a Schedule 13G on February 14, 2006 by Satellite
      I, Satellite II, Satellite IV (collectively, the "Delaware Funds") over which
      Satellite Advisors has discretionary trading authority, as general partner,
      and
      (ii) Satellite Overseas, Apogee, Satellite Overseas V, Satellite Overseas VI,
      Satellite Overseas VII, Satellite Overseas VIII, Satellite Overseas IX and
      SSFP
      (collectively, the "Offshore Funds" and together with the Delaware Funds, the
      "Satellite Funds") over which Satellite Asset Management has discretionary
      investment trading authority. The general partner of Satellite Asset Management
      is Satellite Fund Management. Satellite Fund Management and Satellite Advisors
      each share the same four members that make investment decisions on behalf of
      the
      Satellite Funds.





**Item
      13. Certain Relationships and Related Transactions**




On
      May
      17, 2005, we issued an aggregate of 9,026,924 shares of our common stock to
      the
      individuals set forth below for $25,000 in cash, at a purchase price of $0.003
      per share, as follows:




**Name**
            
            **Number
                of**
              **Shares**
            
            **Relationship
                to Us**Prokopios
                (Akis) Tsirigakis
            
            8,915,712
            
            Chairman
                of the Board, Chief Executive Officer and PresidentGeorge
                Syllantavos
            
            22,387
            
            Chief
                Financial Officer and DirectorChristo
                Anagnostou
            
            10,832
            
            Vice
                President of OperationsNiko
                Nikiforos
            
            10,832
            
            Vice
                President of Business DevelopmentPetros
                Pappas
            
            22,387
            
            DirectorKoert
                Erhardt
            
            22,387
            
            DirectorTom
                Søfteland
            
            22,387
            
            Director




42


On
      June
      6, 2005, Mr. Tsirigakis transferred an aggregate of 3,228,750 of his shares
      for
      $0.003 per share to the other officers and directors named above as
      follows:




**Name**
            **Number
                of**
              **Shares**George
                Syllantavos
            1,331,652Christo
                Anagnostou
            169,706Niko
                Nikiforos
            169,706Petros
                Pappas
            699,768Koert
                Erhardt
            428,959Tom
                Søfteland
            428,959




On
      October 19, 2005, Mr. Tsirigakis transferred an additional 2,029,570 shares
      and
      Messrs. Anagnostou, Nikiforos, Erhardt and Søfteland transferred an aggregate of
      596,148 of the June 6, 2005 shares to Mr. Pappas.









The
      holders of the majority of these shares are entitled to make up to two demands
      that we register these shares. The holders of the majority of these shares
      may
      elect to exercise these registration rights at any time after the date on which
      these shares of common stock are released from escrow, which, except in limited
      circumstances, is not before December 15, 2008. In addition, these stockholders
      have certain “piggy-back” registration rights on registration statements filed
      subsequent to the date on which these shares of common stock are released from
      escrow. We will bear the expenses incurred in connection with the filing of
      any
      such registration statements.









On
      December 15, 2005, we issued an aggregate of 1,132,500 units, including shares
      of common stock and warrants to purchase common stock in a private placement
      to
      the individuals set forth below for $11,325,000 in cash, at a purchase price
      of
      $10.00 per share, as follows:







**Name**
            
            **Number
                of**
              **Units**
            
            **Relationship
                to Us**Prokopios
                (Akis) Tsirigakis
            
            350,000
            
            Chairman
                of the Board, Chief Executive Officer and PresidentGeorge
                Syllantavos
            
            132,500
            
            Chief
                Financial Officer and DirectorPetros
                Pappas
            
            600,000
            
            DirectorKoert
                Erhardt
            
            50,000
            
            Director




We
      have
      granted the holders of such units demand and “piggy-back” registration rights
      with respect to the 1,132,500 shares, the 1,132,500 warrants and the 1,132,500
      shares underlying the warrants at any time commencing on the date we announce
      that we have entered into a letter of intent with respect to a proposed a
      business combination. The demand registration may be exercised by the holders
      of
      a majority of such units. We will bear the expenses incurred in connection
      with
      the filing of any such registration statements.




43


Mr.
      Tsirigakis advanced a total of $590,000 at an interest rate of 4% per annum
      to
      us on May 17, May 26 and December 15, 2005 to cover expenses related to the
      initial public offering. We repaid these loans with interest upon completion
      of
      the public offering.




We
      will
      reimburse our officers and directors for any reasonable out-of-pocket business
      expenses incurred by them in connection with certain activities on our behalf
      such as identifying and investigating possible target businesses and business
      combinations. There is no limit on the amount of accountable out-of-pocket
      expenses reimbursable by us, which will be reviewed only by our board or a
      court
      of competent jurisdiction if such reimbursement is challenged.





All
      ongoing and future transactions between us and any of our officers and directors
      or their respective affiliates, including loans by our officers and directors,
      will be on terms believed by us to be no less favorable than are available
      from
      unaffiliated third parties and such transactions or loans, including any
      forgiveness of loans, will require prior approval in each instance by a majority
      of our uninterested “independent” directors (to the extent we have any) or the
      members of our board who do not have an interest in the transaction, in either
      case, who had access, at our expense, to our attorneys or independent legal
      counsel.





**Item
      14. Principal Accountant Fees and Services**





During
      the fiscal year ended December 31, 2005, our principal independent accountant
      was Goldstein Golub Kessler LLP, the services of which were provided in the
      following categories and amount:





**Audit
      Fees**





The
      aggregate fees billed by Goldstein Golub Kessler LLP for professional services
      rendered for the audit of our annual financial statements for the fiscal year
      ended December 31, 2005 and for services performed in connection with the
      Company's registration statement on Form S-1 filed in 2005, were approximately
      $59,238.





**Audit
      Related Fees**





Other
      than the fees described under the caption "Audit Fees" above, Goldstein Golub
      Kessler LLP did not bill any fees for services rendered to us during fiscal
      year
      2005 for assurance and related services in connection with the audit or review
      of our financial statements.





**Tax
      Fees**





There
      were no fees billed by Goldstein Golub Kessler LLP for professional services
      rendered during the fiscal year ended December 31, 2005 for tax compliance,
      tax
      advice, and tax planning.





**All
      Other Fees**





There
      were no fees billed by Goldstein Golub Kessler LLP for other professional
      services rendered during the fiscal year ended December 31, 2005.





44


**Pre-Approval
      of Services**





Since
      our
      Audit Committee was not formed until December 2005, the Audit Committee did
      not
      pre-approve all of the foregoing services although any service rendered prior
      to
      the formation of our Audit Committee were approved by our board of directors.
      Since the formation of our Audit Committee and on a going-forward basis, in
      accordance with Section 10A(i) of the Securities Exchange Act of 1934, before
      we
      engage our independent accountant to render audit and non-audit services, the
      engagement has been and will be approved by our audit committee.





**PART
      IV**





**Item
      15. Exhibits and Financial Statement Schedules**





**(a)(1)** **Financial
      Statements** ****





An
      index
      to Consolidated Financial Statements appears on page F-1.





**(b)** **Exhibits** ****





The
      following Exhibits are filed as part of this report


**Exhibit**
              **No.**
            
            **Description**3.1
            
            Form
                of Third Amended and Restated Certificate of Incorporation
                (1)3.2
            
            By-laws
                (1)4.1
            
            Specimen
                Unit Certificate (1)4.2
            
            Specimen
                Common Stock Certificate (1)4.3
            
            Specimen
                Warrant Certificate (1)4.4
            
            Form
                of Warrant Agreement between American Stock Transfer & Trust Company
                and the Registrant (1)10.1
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Akis
                Tsirigakis (1)10.2
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and. George
                Syllantavos (1)10.3
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Christo
                Anagnostou (1)10.4
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Niko
                Nikiforos (1)10.5
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Koert
                Erhardt (1)10.6
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Tom
                Søfteland (1)10.7
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Petros
                Pappas (1)10.8
            
            Form
                of Investment Management Trust Agreement between American Stock Transfer
                & Trust Company and the Registrant (1)10.9
            
            Form
                of Stock Escrow Agreement between the Registrant, American Stock
                Transfer
                & Trust Company and the Initial Stockholders (1)10.10
            
            Form
                of Services Agreement with Schwartz & Weiss, P.C.
                (1)10.11
            
            Promissory
                Note dated May 17, 2005 issued to Akis Tsirigakis (1)10.12
            
            Promissory
                Note dated May 26, 2005 issued to Akis Tsirigakis (1)10.13
            
            Form
                of Registration Rights Agreement among the Registrant and the Initial
                Stockholders (1)10.14
            
            Form
                of Placement Unit Agreement among the Registrant, Maxim Group LLC
                and the
                Initial Stockholders (1)14
            
            Code
                of Business Conduct and Ethics (1)31.1
            
            Certification
                of the Principal Executive Officer and Principal Financial Officer
                pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
                as
                amended31.2
            
            Certification
                of the Principal Financial Officer pursuant to Rule 13a-14(a) of
                the
                Securities Exchange Act of 1934, as amended32
            
            Certification
                of the Principal Executive Officer and Principal Financial Officer
                pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
                The
                Sarbanes-Oxley Act of 2002


(1)
      Incorporated by reference to the Registrant’s Registration Statement on Form S-1
      (File No. 333-125662).


45


**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15 (d) of the Securities Exchange Act
      of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized.





STAR
                MARITIME ACQUISITION CORPORATIONMarch
                31, 2006
            By:/s/
                Prokopios (Akis) TsirigakisProkopios
                (Akis) Tsirigakis, Chairman, Chief ExecutiveOfficer
                and President








Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the Registrant and in the
      capacities and on the dates indicated.





March
                31, 2006
            By:/s/
                Prokopios (Akis) TsirigakisProkopios
                (Akis) Tsirigakis,Chairman,
                Chief ExecutiveOfficer
                and PresidentMarch
                31, 2006
            By:/s/
                George SyllantavosGeorge
                Syllantavos, Chief Financial Officer, Secretary andDirectorMarch
                31, 2006
            By:/s/
                Koert ErhardtKoert
                Erhardt, DirectorMarch
                31, 2006
            By:/s/
                TomSøftelandTomSøfteland,
                DirectorMarch
                31, 2006
            By:/s/
                Petros PappasPetros
                Pappas, Director




46




**Star
      Maritime Acquisition Corp.**




(a
      corporation in the development stage)




**Index
      to** **Financial** **Statements**




**Financial
      Statements**


**Page**Report
                of independent registered public accounting firm
            F-2Balance
                sheet as of December 31, 2005
            F-3Income
                statement for the period from May 13, 2005 (inception) to December
                31,
                2005
            F-4Statement
                of stockholders’ equity for the period from May 13, 2005
                (inception) to December 31, 2005
            F-5Statement
                of cash flows for the period from May 13, 2005 (inception) to
                December 31, 2005
            F-6Notes
                to financial statements
            F-7







F-1




**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




To
      the
      Board of Directors and Shareholders


Star
      Maritime Acquisition Corp.




We
      have
      audited the accompanying balance sheet of Star Maritime Acquisition Corp. (a
      corporation in the development stage) as of December 31, 2005 and the related
      statements of income, stockholders’ equity and cash flows for the period from
      May 13, 2005 (inception) through December 31, 2005. These financial statements
      are the responsibility of the company’s management. Our responsibility is to
      express an opinion on these financial statements based on our
      audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides a
      reasonable basis for our opinion.




In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Star Maritime Acquisition Corp.
      as
      of December 31, 2005 and the results of its operations and its cash flows for
      the period from May 13, 2005 (inception) through December 31, 2005 in conformity
      with United States generally accepted accounting principles.




/s/
Goldstein
      Golub Kessler LLP


Goldstein
      Golub Kessler LLP




New
      York,
      New York




March
      29,
      2006


F-2




**Star
      Maritime Acquisition Corp.**




(a
      corporation in the development stage)




**Balance
      Sheet**






December
                  31, 2005**Assets**Current
                  AssetsCash
              
              $
              593,281Investments in trust account
              
              
              188,858,542Prepaid expenses and other current assets
              
              
              118,766**Total
                  Current Assets**
              
              $
              189,570,589Other
                Asset-Deferred Tax Asset
              
              $
              9,000Total
                Assets
              
              $
              189,579,589**Liabilities
                  and Stockholders' Equity****Current
                  Liabilities**Accounts
                  payable & accrued expenses
              
              
              344,638Deferred
                  underwriting fees
              
              
              4,000,000Total
                  liabilities
              
              
              4,344,638Common
                  Stock, $.0001 par value, 6,598,000 shares subjectto
                  possible redemption, at redemption value of $9.80 per
                  share
              
              
              64,660,400Commitments
                  and Contingencies**Stockholders'
                  Equity**Preferred
                  Stock, $.0001 par value; authorized, 1,000,000 shares; none
                  issued
              
              
              -or outstandingCommon
                  Stock, $.0001 par value; authorized, 100,000,000 shares;
              
              
              2,90329,026,924 shares issued and outstanding(including
                  6,598,000 shares subject to possible redemption)Additional
                  paid-in-capital
              
              
              120,461,317Earnings
                  accumulated in the development stage
              
              
              110,331**Total
                  Stockholders' Equity**
              
              
              120,574,551**Total
                  Liabilities and Stockholders' Equity**
              
              $
              189,579,589


See
        accompanying notes to financial statements


F-3







**Star
      Maritime Acquisition Corp.**


(a
      corporation in the development stage)




**Income
      Statement**






Period
                  fromMay
                  13, 2005(inception)
                  toDecember
                  31, 2005Formation
                  and operating costs
              
              $
              (50,211
              )Interest
                  income
              
              
              183,542Income
                  before provision for income taxes
              
              
              133,331Provision
                  for income taxes
              
              
              23,000Net
                  income
              
              $
              110,331Weighted
                  average shares outstanding (basic and diluted)
              
              
              9,918,282Earnings
                  per share (basic and diluted)
              
              $
              0.01




See
      accompanying notes to the financial statements




F-4


**Star
      Maritime Acquisition Corp.**


(a
      corporation in the development stage)




**Statement
      of Stockholders’ Equity**




EarningsaccumulatedAdditional
              
              in
                  the
              
              TotalCommon
                  Stock
              
              paid-in
              
              development
              
              stockholders'Shares
              
              Amount
              
              capital
              
              stage
              
              equityMay
                  13, 2005 (inception) toDecember
                  31, 2005Stock
                  Issuance on May, 17, 2005 at $.003 per share
              
              
              9,026,924
              
              $
              903
              
              $
              24,097
              
              
              -
              
              $
              25,000Private
                  placement issued December 15, 2005 at $10 per share
              
              
              1,132,500
              
              
              113
              
              
              11,324,887
              
              
              
              
              
              11,325,000Common
                  shares issued December 21, 2005 at $10 per share
              
              
              18,867,500
              
              
              1,887
              
              
              188,673,113
              
              
              
              
              
              188,675,000Expenses
                  of offerings
              
              
              
              
              
              
              
              
              (14,900,380
              )
              
              
              
              
              (14,900,380
              )Proceeds
                  subject to possible conversion of 6,598,000 shares
              
              
              
              
              
              
              
              
              (64,660,400
              )
              
              
              
              
              (64,660,400
              )Net
                  income
              
              
              -
              
              
              -
              
              
              -
              
              $
              110,331
              
              
              110,331Balance,
                  December 31, 2005
              
              
              29,026,924
              
              $
              2,903
              
              $
              120,461,317
              
              $
              110,331
              
              $
              120,574,551











See
      accompanying notes to financial statements


F-5




**Star
      Maritime Acquisition Corp.**


(a
      corporation in the development stage)




**Statement
      of Cash Flows**




Period
                  fromMay
                  13, 2005(inception)
                  toDecember
                  31, 2005**Cash
                  flows from operating activities:**Net
                  Income
              
              $
              110,331Adjustments
                  to reconcile net income to net cash used in operating
                  activities:Changes
                  in operating assets and liabilities:Increase
                in value of trust account
              
              
              (183,542
              )Increase
                in deferred tax asset
              
              
              (9,000
              )Increase
                  in accounts payable and accrued expenses
              
              
              174,053Increase
                  in prepaid expenses and other current assets
              
              
              (118,766
              )Net
                  cash used in operating activities
              
              
              (26,924
              )**Cash
                  flows from investing activities:**Payment
                  to trust account
              
              
              (188,675,000
              )Net
                  cash used in investing activities
              
              
              (188,675,000
              )**Cash
                  flows from financing activities:**Gross
                  proceeds from public offering
              
              
              188,675,000Gross
                  proceeds from private offering
              
              
              11,325,000Proceeds
                  of notes payable to stockholder
              
              
              590,000Repayment
                  of notes payable to stockholder
              
              
              (590,000
              )Proceeds
                  from sale of shares of common stock
              
              
              25,000Payment
                  of offering costs
              
              
              (10,729,795
              )Net
                  cash provided by financing activities
              
              
              189,295,205Net
                  increase in cash
              
              
              593,281Cash,
                  beginning of period
              
              
              -Cash,
                  end of period
              
              $
              593,281Supplemental
                  cash disclosureInterest
                  paid
              
              $
              9,163Supplemental
                  schedule of non-cash financing activitesAccrual of deferred underwriting fees
              
              $
              4,000,000Accrual of offering costs
              
              
              170,585




See
      accompanying notes to financial statements


F-6




**Star
      Maritime Acquisition Corp.**


(a
      corporation in the development stage)




**Notes
      to Financial Statements**




**December
      31, 2005**




**1.
      - Organization, proposed business operations and summary of significant
      accounting policies**




*Nature
      of Operations*




Star
      Maritime Acquisition Corp. (the “Company”) was incorporated in Delaware on May
      13, 2005. The Company was formed to serve as a vehicle for the acquisition
      through a merger, capital stock exchange, asset acquisition, or other similar
      business combination (“Business Combination”) with one or more businesses in the
      shipping industry. The Company has neither engaged in any operations nor
      generated revenue. At December 31, 2005 the Company had not yet commenced any
      operations. All activity through December 31, 2005 relates to the Company’s
      formation, private placement and public offering. The Company has selected
      December 31 as its fiscal year end. The Company is considered to be in the
      development stage and is subject to the risks associated with activities of
      development stage companies.




The
      registration statement for the Company’s initial public offering (the “Public
      Offering”) was declared effective on December 15, 2005. The Company completed a
      private placement (the “Private Placement”) on such date and received net
      proceeds of $10,532,250. The Company consummated the Public Offering on December
      21, 2005 and received net proceeds of $174,567,370. The Company’s management has
      broad discretion with respect to the specific application of the net proceeds
      of
      the Private Placement and the Public Offering (collectively the “Offerings”) (as
      described in Note 2), although substantially all of the net proceeds of the
      Offerings are intended to be generally applied toward consummating a business
      combination with a target company. As used herein, a “target business” shall
      include an operating business in the international maritime industry and a
      “business combination” shall mean the acquisition by the Company of a target
      business.




Of
      the
      proceeds of the Offerings, $188,675,000 is being held in a trust account (“Trust
      Account”) and invested until the earlier of (i) the consummation of the first
      business combination or (ii) the distribution of the Trust Account as described
      below. The amount in the Trust Account includes $3,773,500 of contingent
      underwriting compensation and $226,500 of contingent private placement fees
      (collectively, the “Discount”) which will be paid to the underwriters if a
      business combination is consummated, but which will be forfeited in part if
      public stockholders elect to have their shares redeemed for cash if a business
      combination is not consummated. The remaining proceeds may be used to pay for
      additional financing costs accrued but not yet paid, business, legal and
      accounting due diligence on prospective acquisitions and continuing general
      and
      administrative expenses.




The
      Company, after signing a definitive agreement for the acquisition of a target
      business, will submit such transaction for stockholder approval. In the event
      that public stockholders owning 33% or more of the outstanding stock sold in
      the
      Proposed Offerings vote against the business combination and elect to have
      the
      Company redeem their shares for cash, the business combination will not be
      consummated. All of the Company’s stockholders prior to the Proposed Offerings,
      including all of the officers and directors of the Company (“Initial
      Stockholders”), have agreed to vote their 9,026,924 founding shares of common
      stock in accordance with the vote of the majority in interest of all other
      stockholders of the Company with respect to any business combination and to
      vote the shares they acquired in the Private Placement or in the
      aftermarket in favor of the business combination. After consummation of the
      Company’s first business combination, all of these voting safeguards will no
      longer be applicable.




F-7


With
      respect to the first business combination which is approved and consummated,
      any
      holder of shares sold in the Public Offering, other than the Initial
      Stockholders and their nominees (the “Public Stockholders”) who voted against
      the business combination may demand that the Company redeem his or her shares.
      The per share redemption price will equal $10.00 per share (inclusive of a
      pro
      rata portion of the discount ($.20 per share) and interest earned thereon).
      Accordingly, Public Stockholders holding 32.99% of the aggregate number of
      shares sold in the Proposed Offerings may seek redemption of their shares in
      the
      event of a business combination.




The
      Company’s Certificate of Incorporation provides for mandatory liquidation of the
      Company, without stockholder approval, in the event that the Company does not
      consummate a business combination within 18 months from the date of consummation
      of the Public Offering, or 24 months from the consummation of the Public
      Offering if certain extension criteria have been satisfied. Our officers and
      directors agreed to waive their respective rights to participate in any
      liquidation distribution occuring upon our failure to consummate a business
      combination with respect to those shares of common stock acquired by them prior
      to the Public Offering and with respect to the shares included in the
      1,132,000 units they purchased in the Private Placement. In addition, the
      underwriters have agreed to waive their rights to the $3,773,500 of contingent
      compensation and $226,500 of placement fees deposited in the trust account
      for
      their benefit. Accordingly, in the event we lquidate, our public stockholders
      will receive $10.00 per unit plus interest (net of taxes payable and that
      portion of the earned interest previously released to us). We will pay the
      costs
      of liquidation and dissolution from our remaining assets outside of the trust
      account.




*Cash
      and cash equivalents*




The
      Company considers all highly liquid investments with original maturities of
      three months or less to be cash equivalents.




The
      company maintains cash in bank deposit accounts which, at times, exceed
      federally insured limits. The company has not experienced any losses on these
      accounts.




*Stock
      split*




On
      October 18, 2005, the Company effected a .44430784 for one stock split in the
      form of a stock dividend. All share and per share amounts in the financial
      statements give retroactive effect to this stock split.




*Income
      taxes*




Deferred
      income taxes are provided for the differences between the bases of assets and
      liabilities for financial reporting and income tax purposes. A valuation
      allowance is established when necessary to reduce deferred tax assets to the
      amount expected to be realized.




*Recently
      issued accounting pronouncements*




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




*Earnings
      per common share*




Basic
      earnings per share are computed by dividing the net income by the weighted
      average common shares outstanding during the period. Diluted earnings per share
      reflects the additional dilution for all potentially dilutive securities such
      as
      stock warrants and options. The effect of the 20,000,000 outstanding warrants,
      issued in connection with the initial public offering and the private placement
      described in Note 2 has not been considered in the diluted earnings per share
      since the warrants are contingently exercisable.




F-8


*Use
      of estimates*




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities at the date of the financial statements and the reported amounts
      of
      expenses during the reporting period. Actual results could differ from those
      estimates.




**2.
      -- Offerings**




*Public
      Offering*




On
      December 21, 2005, the Company sold 18,867,500 units to the public at a price
      of
      $10.00 per unit. Each unit consists of one share of the Company’s common stock,
      $.0001 par value, and one redeemable common stock purchase warrant (“warrant”).
      Each warrant entitles the holder to purchase from the Company one share of
      common stock at an exercise price of $8.00 commencing the later of the
      completion of a business combination with a target business or December 15,
      2005
      and expiring December 15, 2009. The warrants are redeemable at a price of $.01
      per warrant upon 30 days notice after the warrants become exercisable, only
      in
      the event that the last sale price of the common stock is at least $14.25 per
      share for any 20 trading days within 30 trading day period ending on the third
      day prior to date on which notice of redemption is given.




*Private
      Placement*




On
      December 15, 2005, the Company sold to certain of its officers and directors
      an
      aggregate of 1,132,500 units identical to the units sold in the Public Offering
      at a price of $10.00 per unit.




**3.
      -- Notes payable to stockholders**




The
      Company issued unsecured promissory notes to the Chief Executive Officer of
      the
      Company totaling $590,000 on May 17, May 26 and December 15, 2005. The Notes
      carried an interest rate of 4% per annum and were paid in full with proceeds
      from the Public Offering.




F-9


**4.
      - Income Taxes**




The
      provision for income taxes consists of the following:


Current
                  - State and Local
              
              $
              32,000Deferred
                  - State and Local
              
              
              (9,000
              )Total
              
              $
              23,000
 The
          total
          provision for income taxes differs from the amount which would be computed
          by
          applying the U.S. Federal income tax rate to income before provision for
          income
          taxes as follows:
 Statutory
                  federal income tax rate
              
              
              34
              %State
                  and local income taxes
              
              
              17
              %Interest
                  income not taxable for federal tax purposes
              
              
              (34
              %)Effective
                  Tax Rate
              
              
              17
              %
  The tax effect of temporary differences that give rise
        to the net deferred tax asset is as follows:
  Startup
                  costs not currently deductible
              
              $
              9,000






**5.
      -- Commitments and Contingencies**




The
      Company has agreed to pay to an unaffiliated third party, $7,500 a month for
      24
      months, commencing in January, 2006, for office space and general and
      administrative expenses.




The
      Initial Stockholders have agreed to surrender up to an aggregate of 200,000
      of
      their shares of common stock to the Company for cancellation upon consummation
      of a business combination in the event public stockholders exercise their right
      to have the Company redeem their shares for cash. The number of shares that
      the
      Initial Stockholders will surrender will be determined by calculating the dollar
      amount of the Trust Account (exclusive of interest) paid to redeeming
      stockholders above the amount attributable to such stockholders ($9.23 per
      share) and the Discount ($.20 per share) and dividing it by $10.00 (the value
      attributed to the shares for purposes of this calculation). Accordingly, for
      each 1,000 shares redeemed up to 3,508,772 shares, the Initial Stockholders
      will
      surrender 57 shares for cancellation.




The
      Company has engaged the representative of the underwriters, on a non-exclusive
      basis, as its agent for the solicitation of the exercise of the warrants. To
      the
      extent not inconsistent with the guidelines of the NASD and the rules and
      regulations of the Securities and Exchange Commission, the Company has agreed
      to
      pay the representative for bona fide services rendered a commission equal to
      5%
      of the exercise price for each warrant exercised more than one year after the
      date of the prospectus if the exercise was solicited by the underwriters. In
      addition to soliciting, either orally or in writing, the exercise of the
      warrants, the representative’s services may also include disseminating
      information, either orally or in writing, to warrant holders about the Company
      or the market for the Company’s securities, and assisting in the processing of
      the exercise of the warrants. No compensation will be paid to the representative
      upon the exercise of the warrants if:




F-10


·
            the
                market price of the underlying shares of common stock is lower than
                the
                exercise price;




·
            the
                holder of the warrants has not confirmed in writing that the
                representative solicited the
                exercise;




·
            the
                warrants are held in a discretionary
                account;




·
            the
                warrants are exercised in an unsolicited transaction;
                or




·
            the
                arrangements to pay the commission are not disclosed in the prospectus
                provided to warrant holders at the time of
                exercise.




**6.
      -- Common stock reserved for issuance**




At
      December 31, 2005, 20,000,000 shares of common stock were reserved for issuance
      upon exercise of redeemable warrants.




**7.
      -- Preferred Stock**




The
      Company is authorized to issue 1,000,000 shares of preferred stock with such
      designations, voting and other rights and preferences, as may be determined
      from
      time to time by the Board of Directors.







F-11





**EXHIBIT
      INDEX**





**Exhibit**
              **No.**
            
            **Description**3.1
            
            Form
                of Third Amended and Restated Certificate of Incorporation
                (1)3.2
            
            By-laws
                (1)4.1
            
            Specimen
                Unit Certificate (1)4.2
            
            Specimen
                Common Stock Certificate (1)4.3
            
            Specimen
                Warrant Certificate (1)4.4
            
            Form
                of Warrant Agreement between American Stock Transfer & Trust Company
                and the Registrant (1)10.1
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Akis
                Tsirigakis (1)10.2
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and. George
                Syllantavos (1)10.3
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Christo
                Anagnostou (1)10.4
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Niko
                Nikiforos (1)10.5
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Koert
                Erhardt (1)10.6
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Tom
                Søfteland (1)10.7
            
            Form
                of Letter Agreement among the Registrant, Maxim Group LLC and Petros
                Pappas (1)10.8
            
            Form
                of Investment Management Trust Agreement between American Stock Transfer
                & Trust Company and the Registrant (1)10.9
            
            Form
                of Stock Escrow Agreement between the Registrant, American Stock
                Transfer
                & Trust Company and the Initial Stockholders (1)10.10
            
            Form
                of Services Agreement with Schwartz & Weiss, P.C.
                (1)10.11
            
            Promissory
                Note dated May 17, 2005 issued to Akis Tsirigakis (1)10.12
            
            Promissory
                Note dated May 26, 2005 issued to Akis Tsirigakis (1)10.13
            
            Form
                of Registration Rights Agreement among the Registrant and the Initial
                Stockholders (1)10.14
            
            Form
                of Placement Unit Agreement among the Registrant, Maxim Group LLC
                and the
                Initial Stockholders (1)14
            
            Code
                of Business Conduct and Ethics (1)31.1
            
            Certification
                of the Principal Executive Officer and Principal Financial Officer
                pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,
                as
                amended31.2
            
            Certification
                of the Principal Financial Officer pursuant to Rule 13a-14(a) of
                the
                Securities Exchange Act of 1934, as amended32
            
            Certification
                of the Principal Executive Officer and Principal Financial Officer
                pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of
                The
                Sarbanes-Oxley Act of 2002


(1)
      Incorporated by reference to the Registrant’s Registration Statement on Form S-1
      (File No. 333-125662).