**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-K/A**


(Mark
      One)


ý
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the
      fiscal year ended **December
      31, 2007**




**OR**




 ̈
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF 1934




For
      the
      transition period from _______________to_______________




Commission
      file number: **001-33516**




**Apex
      Bioventures Acquisition Corporation**


**(Exact
      Name of Registrant as Specified in its Charter)**




**Delaware**
              *(State or other jurisdiction*
              *of incorporation or organization)*
            **20-4997725**
              *(I.R.S. Employer Identification No.)***18 Farm Lane**
              *Hillsborough, California*
              *(Address of principal executive offices)*
            **94010**
              *(Zip Code)*


Registrant’s
      telephone number, including area code **(650)
      344-3029**




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


Title
                  of each class
              
              Name
                  of each exchange on which registeredCommon
                  Stock, $.0001 Par Value Per Share
              
              American
                  Stock ExchangeCommon
                  Stock Purchase Warrants
              
              American
                  Stock ExchangeUnits
                  consisting of one share of Common Stock and one Warrant
              
              American
                  Stock Exchange




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.  Yes  ̈ No ý




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Securities Exchange Act of 1934.  Yes  ̈ No ý




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 ý No  ̈





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 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. Yes ý No  ̈




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934. (Check
      one):


Large
      accelerated filer  ̈ Accelerated
      filer  ̈ Non-accelerated
      filer ý Smaller
      reporting company  ̈




I ndicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Securities Exchange Act of 1934). Yes ý No  ̈




The
      aggregate market value of the outstanding common stock, other than shares held
      by persons who may be deemed affiliates of the registrant, computed by reference
      to the closing sales price for the Registrant’s Common Stock on June 29, 2007
      (the last business day of the registrant’s most recently completed second
      quarter), as reported on the American Stock Exchange, was approximately
      $62,359,000. As of March 31, 2008, there were 10,781,250 shares of common stock,
      par value $.0001 per share, of the registrant outstanding.




**DOCUMENTS
      INCORPORATED BY REFERENCE**




None.







**APEX
      BIOVENTURES ACQUISITION CORP.**




**FORM
      10-K/A—ANNUAL REPORT**


**For
      the Fiscal Year Ended December 31, 2007**




**Table
      of Contents**


**Page****PART
                  III**
              1Item
                  10.
              Directors,
                  Executive Officers and Corporate Governance
              1Item
                  11.
              Executive
                  Compensation
              5Item
                  12.
              Security
                  Ownership of Certain Beneficial Owners and Management and Related
                  StockholderMatters
              5Item
                  13.
              Certain
                  Relationships and Related Transactions, and Director
                  Independence
              7Item
                  14:
              Principal
                  Accountant Fees and Services
              8**PART
                  IV**
              10Item
                  15.
              Exhibits
                  and Financial Statement Schedules
              10





**EXPLANATORY
      NOTE**




This
      Amendment No. 1 on Form 10-K/A, or the Amendment, amends Apex Bioventures
      Acquisition Corporation’s Annual Report on Form 10-K for the fiscal year ended
      December 31, 2007, originally filed on March 11, 2008, or the Original Filing.
      The purpose of this Amendment is to include certain information required by
      Part
      III of the Annual Report on Form 10-K that was omitted from Part III of the
      Original Filing. In addition, in connection with the filing of this Amendment
      and pursuant to the rules of the Securities and Exchange Commission, the Chief
      Executive Officer and the Chief Financial Officer of the Company have reissued
      their certifications. Accordingly, Item 15 of Part IV has also been amended
      to
      reflect the filing of such certifications.




Except
      as
      described above, no other changes have been made to the Original Filing. The
      Original Filing continues to speak as of the dates described in the Original
      Filing, and we have not updated the disclosures contained therein to reflect
      any
      events that occurred subsequent to such dates. Accordingly, this Amendment
      should be read in conjunction with the Company’s filings made with the
      Securities and Exchange Commission subsequent to the filing of the Original
      Filing, as information in such filings may update or supersede certain
      information contained in this Amendment. In this Amendment, unless the context
      indicates otherwise, the terms “Company,” “we,” “us,” and “our” refer to Apex
      Bioventures Acquisition Corporation and our subsidiaries.





**PART
      III**




**Item
      10. Directors, Executive Officers and Corporate Governance**




**Directors
      and Executive Officers**




As
      of
      April 18, 2008, our board of directors, or the Board, consisted of nine
      directors. Set forth below are the names of our directors, their ages, their
      offices in the Company, if any, their principal occupations or employment for
      the past five years, the length of their tenure as directors and the names
      of
      other public companies in which such persons hold directorships. Each director
      is elected to serve until our next annual meeting of stockholders or the sooner
      of his resignation or the date when his successor is duly appointed and
      qualified.


**Name**
              
              **Age**
              
              **Position**Darrell J. Elliott
              
              61
              
              Chairman,
                  Chief Executive Officer and DirectorK. Michael Forrest
              
              64
              
              President,
                  Chief Operating Officer and DirectorGary E. Frashier
              
              71
              
              Chief
                  Financial Officer, Executive Vice President, Secretary and
                  DirectorRobert J. Easton (1)(2)
              
              63
              
              DirectorJohn J. Chandler (1)
              
              66
              
              DirectorNancy T. Chang (2)
              
              58
              
              DirectorAnthony J. Sinskey (2)
              
              68
              
              DirectorRobert L. Van Nostrand (1)
              
              51
              
              DirectorDonald B. Rix
              
              77
              
              Director




(1) Member
        of
        our Audit Committee


(2) Member
      of
      our Nominating and Governance Committee




***Darrell
      Elliott*** currently serves as our Chairman and Chief Executive Officer. Additionally,
      he
      has served as one of our directors since inception. Mr. Elliott is currently
      Chief Executive Officer and President of Isuma Strategies Inc., a strategic
      consulting firm for private equity in the biopharma industry. From August 1999
      to March 2006, he served as Senior Vice President and Managing Director of
      MDS
      Capital Corp., President of MDS Ventures Pacific Inc., Chairman and Chief
      Executive Officer of British Columbia Medical Innovations Fund and Vice
      President of Canadian Medical Discoveries Fund, all of which were associated
      but
      independent venture capital firms investing in the North American healthcare
      industry. From December 1989 to March 1999 (with a four month’s hiatus in 1993
      while the Fund was reorganized), he was a Regional Vice President of Royal
      Bank
      Capital Corp., a broad-based venture capital firm, and was founding Managing
      Director of its North American healthcare investing practice. Mr. Elliott
      currently serves as a director of several private and public companies in the
      U.S., Canada and Europe, including Agrisoma Biosciences Inc., Aderis Inc.,
      Isuma
      Strategies Inc., IsoTis S.A., and its anticipated successor company, IsoTis
      Inc., SMC Ventures, Inc., Chromos Molecular Systems Inc. and Tekmira
      Pharmaceuticals Corporation. Mr. Elliott holds a B.A. (Hons) Economics from
      University of South Africa in Pretoria.




***K.
      Michael Forrest*** is
      currently our president and chief operating officer and has served as one of
      our
      directors since our inception. Mr. Forrest is also currently Chairman of Apex
      Bioventures, LLC, an investment and consulting company focusing on emerging
      companies in the healthcare industry. Mr. Forrest has over 35 years of
      experience in the biotechnology and pharmaceutical industries. On March 28,
      2007, Mr. Forrest was appointed the Interim Chief Executive Officer of AVI
      BioPharma, Inc. (NASDAQ: AVII), a biotech and pharmaceutical company focusing
      on
      treatments for hepatitis C, cardiovascular restenosis, and viral infections,
      including avian influenza, for which he also serves on the board of directors.
      From November 1996 to January 2005, Mr. Forrest was President and Chief
      Executive Officer of Cellegy Pharmaceuticals, Inc., a specialty pharma company
      developing and marketing products in the areas of gastroenterology, women’s
      health and sexual dysfunction. From November 1994 to December 1995, Mr. Forrest
      was President and Chief Executive Officer of Mercator Genetics, Inc., a genomics
      company. From March 1991 to June 1994, Mr. Forrest was President and Chief
      Executive Officer of Transkaryotic Therapies, Inc., a biotechnology company
      subsequently acquired by Shire plc. From June 1968 to September 1980, Mr.
      Forrest occupied various senior management and marketing positions with Pfizer
      Inc. (NYSE: PFE), and from October 1980 to March 1991, was with American
      Cyanamid Company where he served as Vice President (Worldwide), Planning and
      Commercial Development for the company’s Medical Group, which included
      pharmaceuticals, medical devices and OTC products, and as Vice President of
      Lederle Laboratories and Vice President of Lederle International. Mr. Forrest
      also serves on the board of directors of Tekmira Pharmaceuticals Corporation,
      a
      Canadian biotech and pharmaceutical company focusing on cancer therapeutics.
      He
      holds a B.S. in Business Administration, from Georgetown
      University.


1


***Gary
      E. Frashier*** serves
      as
      our Chief Financial Officer, Secretary and as an Executive Vice President.
      Additionally, he has served as one of our directors since our inception. Mr.
      Frashier is also President and Principal of Management Associates, a private
      firm that provides strategic consulting services to entrepreneurial companies
      in
      the life sciences field. From 1990 to 2000, Mr. Frashier held various executive
      officer positions, including President, Chief Executive Officer, and Chairman,
      at OSI Pharmaceuticals, Inc. (NASDAQ: OSIP), a biotechnology company focusing
      on
      cancer, eye disease and diabetes therapeutics. After retiring as Chairman of
      the
      Board in 2000 and through the present, Mr. Frashier continues to serve as a
      strategic consultant to OSI. From 1987 to 1990, Mr. Frashier served as Chief
      Executive Officer of Genex Corporation, a protein engineering company. From
      1984
      to 1987, Mr. Frashier served as the Chief Executive Officer of Continental
      Waters Systems, Inc., a company which manufactured equipment to produce
      ultra-pure water for the pharmaceutical, biotechnology and micro-electronics
      industries. From 1980 to 1984, Mr. Frashier was Executive Vice President of
      Millipore Corporation (NYSE: MIL) and also served as President of Waters
      Associates, Inc., a manufacturing company specializing in liquid chromatography
      products, which is a subsidiary of Millipore. At Millipore, Mr. Frashier also
      served as President, International Operations. Mr. Frashier serves on the board
      of directors of Tekmira Pharmaceuticals Corporation, a Canadian public company,
      Alseres Pharmaceuticals, Inc., a public biotechnology company and Achillion
      Pharmaceuticals, Inc. Mr. Frashier was selected as the Long Island “Businessman
      of the Year” in 1993, by the Wharton Club. He is a registered professional
      engineer in chemical engineering, a member of the Society of Sloan Fellows
      (MIT)
      and a former member of the Young President’s Organization. Mr. Frashier has a
      B.S. in Chemical Engineering from Texas Tech University, where he was
      subsequently honored as a “Distinguished Engineer,” and an M.S. degree in
      Management (MBA) from the Massachusetts Institute of Technology, where he was
      selected as an Alfred P. Sloan Fellow in Management.




***Robert
      J. Easton*** is
      currently one of our directors and has over twenty-five years of experience
      in
      management consulting to the healthcare industry. Since October 2006, Mr. Easton
      has been consulting management teams of private medical companies as Chairman
      of
      Easton Strategy, LLC. From May 2000 to October 2006, Mr. Easton was Chairman
      of
      Easton Associates, LLC. From May 1996 to May 2000, Mr. Easton was Managing
      Director of IBM Healthcare Consulting. Mr. Easton also co-founded The Wilkerson
      Group, where he was Vice-President, from January 1986 until June 1991, President
      from June 1991 until June 1994, and Managing Director from June 1994 until
      May
      1996. From 1988 to 1990, Mr. Easton was President of the Biomedical Marketing
      Association. From 1995 to present he has been a Director of CollaGenex
      Pharmaceuticals, Inc., a specialty pharmaceutical company. From 2002 to present
      he has been a Director of Cepheid, Inc., a molecular diagnostics company. Mr.
      Easton received an M.B.A. from Harvard Graduate School of Business
      Administration and a B.S. in Chemical Engineering from Rice
      University.




***John
      J. Chandler*** is
      currently one of our directors. Mr. Chandler has over 35 years of business
      development and mergers and acquisitions experience in the pharmaceutical,
      biotech, specialty pharmaceutical, medical device and chemical industries.
      From
      May 1998 to September 2006, Mr. Chandler was Vice President-Corporate
      Development for Cellegy Pharmaceuticals, Inc., a biopharmaceutical company
      developing and marketing products in the areas of gastroenterology, women’s
      health and sexual dysfunction. From January 1995 to May 1998, Mr. Chandler
      was
      Vice President-Europe for the Sherwood-Davis & Geck medical device division
      of Wyeth (NYSE: WYE). From August 1968 to December 1994, Mr. Chandler was
      employed by American Cyanamid Company, beginning as a sales representative
      and
      eventually holding several senior management positions, including Vice President
      of Lederle International, Cyanamid’s international pharmaceutical division. Mr.
      Chandler holds an M.B.A. in Marketing from Seton Hall University and a B.S.
      in
      Biology from Queens College of the City University of New York. He is a member
      of the Licensing Executives Society.


2


***Nancy
      T. Chang, Ph.D.*** has
      served as one of our directors since inception. From 2006 to 2007, Dr. Chang
      served as Chairman of Tanox Inc., a biotech and pharmaceutical company focusing
      on the development of biotherapeutics for the treatment of immune-mediated
      diseases, inflammation, infectious disease and cancer. Dr. Chang co-founded
      Tanox, Inc. in 1986 and served as President and Chief Executive Officer until
      2006. Dr. Chang is also currently Chairman, Pro Tem, of the Federal Reserve
      Board of Directors in Houston, Texas. From 1982 to 1986, Dr. Chang worked in
      research management at Centocor, Inc., a biological company which is now part
      of
      Johnson & Johnson, and served as Director of Research. From 1986 to 1991,
      Dr. Chang was Associate Professor of Virology at Baylor College of Medicine.
      Dr.
      Chang currently serves as a director of Charles River Laboratories
      International, Inc., a public biotechnology company, as well as serving on
      the
      boards of several private biotechnology companies. Dr. Chang received a Ph.D.
      in
      biological chemistry from Harvard University. She did her postdoctoral research
      at the Roche Institute of Molecular Biology.




***Anthony
      J. Sinskey, Sc.D.*** has
      served as one of our directors since inception. He is currently Professor of
      Microbiology at the Massachusetts Institute of Technology and Professor of
      Health Sciences and Technology at the Harvard-MIT Division of Health Sciences
      & Technology. Dr. Sinskey also holds positions as Co-Director of the
      Malaysia-MIT Biotechnology Partnership Program and as Co-Director of the Center
      for Biomedical Innovation. Dr. Sinskey has been a co-founder of several
      biotechnology companies, including Metabolix Inc., Merrimack Pharmaceuticals
      Inc. and Tepha, Inc. and was a scientific co-founder of Genzyme Corporation
      (NASDAQ: GENZ). Dr. Sinskey serves as Editor and Co-founder of *Metabolic
      Engineering* ,
      as
      Editor of *Process
      Biochemistry* ,
      and a
      member of the Editorial boards of *Pharmaceutical
      Discovery* and *Applied
      Microbiology and Biotechnology* .
      Dr.
      Sinskey currently serves on the board of directors of ABEC Inc., Merrimack
      Pharmaceuticals Inc., Metabolix Inc. and Tepha, Inc. He is an advisor to VIMAC
      Ventures LLC, QRxPharma Limited and the Business Development Bank of Canada.
      Dr.
      Sinskey received a B.S. from the University of Illinois and his Sc.D. from
      the
      Massachusetts Institute of Technology. His post-doctoral work was done at the
      Harvard School of Public Health.




***Robert
      L. Van Nostrand*** has
      served as one of our directors since inception. Since 2007, Mr. Van Nostrand
      has
      served as Chief Financial Officer and Executive Vice President of AGI Dermatics,
      Inc., a bio-pharmaceutical laboratory specializing in skin photobiology. From
      1986 to 2007, Mr. Van Nostrand held various executive officer positions with
      OSI
      Pharmaceuticals, Inc. (NASDAQ: OSIP), a biotechnology company focusing on
      cancer, eye disease and diabetes therapeutics, including Senior Vice President
      and Chief Compliance Officer, Vice President and Chief Financial Officer, Vice
      President, Finance and Administration, Chief Accounting Officer, Treasurer
      and
      Secretary. Mr. Van Nostrand currently serves as Chairman of the New York
      Biotechnology Association. Mr. Van Nostrand also serves on the board of
      directors of Metabolix, Inc., Achillian Pharmaceuticals, Inc. (NASDAQ: ACHN),
      on
      the Cold Spring Harbor DNA Leaning Center Corporate Advisory Board and on the
      Foundation Board of Farmingdale University. Mr. Van Nostrand holds a B.S. in
      Accounting from Long Island University, New York, and he completed advanced
      management studies at the Wharton School, Philadelphia, Pennsylvania. He is
      a
      Certified Public Accountant.




***Donald
      B. Rix, M.D.*** has
      served as one of our directors since May 17, 2007. Dr. Rix is one of the
      founders and currently the Chairman of MDS Metro Laboratory Services, the
      largest independent community medical laboratory in British Columbia, Canada.
      He
      is also one of the owners and founders and currently Chairman of Cantest Ltd.,
      a
      company that performs testing in soils, water waste work, pesticide analysis
      in
      food products, and air quality testing. He serves on the Premier’s Technology
      Council and is Chairman of Prionet Canada. He is on the boards of Perceptronix
      Inc., BC Advantage Funds and Resverlogix Inc., and is active in the Angel
      Network in British Columbia and nationwide. He formerly served as Chairman
      of BC
      Innovation Council and Genome BC. From the University of Western Ontario, Dr.
      Rix received his B.A. in 1953 and his medical degree in 1957 and also received
      the Fellowship of the Royal College of Physicians and Surgeons in Canada in
      General Pathology in 1972. He was granted an honorary Diploma of Technology
      from
      the British Columbia Institute of Technology in 1985, the degree of Doctor
      of
      Science honoris causa from the University of Western Ontario in 1998, an
      Honorary Doctor of Science from Simon Fraser University in 2004, and a doctorate
      of Laws from the University of British Columbia in May 2006. Dr. Rix received
      the Queen’s Golden Jubilee Award in November 2002. In June of 2004, Dr. Rix was
      awarded the Order of British Columbia for outstanding achievement, in 2005
      received the Ernst & Young Entrepreneur of the Year in Health Sciences and
      in 2006, Dr. Rix was inducted into Business Laureates of British Columbia Hall
      of Fame. In June 2005, Dr. Rix received the Lifetime Leadership and Achievement
      Award from the BC Biotechnology Alliance for his contributions to the
      biotechnology industry.


3


**Committees
      of the Board**




*Audit
      Committee* .
      Our
      audit committee currently consists of Robert L. Van Nostrand, Robert J. Easton
      and John J. Chandler.




The
      audit
      committee reviews the professional services and independence of our independent
      registered public accounting firm and our accounts, procedures and internal
      controls. The audit committee also selects the firm that will serve as our
      independent registered public accounting firm, reviews and approves the scope
      of
      the annual audit, reviews and evaluates with the independent public accounting
      firm our annual audit and annual financial statements, reviews with management
      the status of internal accounting controls, evaluates 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 evaluates all of our public financial reporting
      documents.




We
      have
      agreed that our audit committee will review and approve all expense
      reimbursements made to our officers, directors or senior advisors and that
      any
      expense reimbursement payable to members of our audit committee will be reviewed
      and approved by our board of directors, with the interested director or
      directors abstaining from such review and approval.




In
      accordance with applicable federal securities laws and the rules of the American
      Stock Exchange, we have adopted an audit committee charter that incorporates
      these duties and responsibilities.




*Financial
      Experts on Audit Committee*




The
      audit
      committee will at all times be composed exclusively of “independent directors”
who are “financially literate” as defined under the American Stock Exchange
      listing standards. The American Stock Exchange listing standards define
“financially literate” as being able to read and understand fundamental
      financial statements, including a company’s balance sheet, income statement and
      cash flow statement.




In
      addition, we must certify to the American Stock Exchange that the committee
      has,
      and will continue to have, at least one member who has past employment
      experience in finance or accounting, requisite professional certification in
      accounting, or other comparable experience or background that results in the
      individual’s financial sophistication. The board of directors has determined
      that Robert VanNostrand satisfies the American Stock Exchange’s definition of
      financial sophistication and also qualifies as an “audit committee financial
      expert,” as defined under rules and regulations of the SEC.




*Nominating
      and Governance Committee.*




We
      have
      established a nominating and governance committee of the board of directors.
      This committee is responsible for overseeing the selection of persons to be
      nominated to serve on our board of directors. The nominating and governance
      committee also supervises the board of directors’ annual review of director
      independence and the board of directors’ performance evaluations. In accordance
      with applicable federal securities laws and the rules of the American Stock
      Exchange, we have adopted a nominating committee charter that delineates these
      duties and responsibilities. The nominating committee consists of Robert J.
      Easton, as chairman, Nancy T. Chang and Anthony J. Sinskey, each of whom is
      an
      independent director under the American Stock Exchange listing
      standards.




**Guidelines
      for Selecting Director Nominees**




The
      guidelines for selecting nominees is set forth in the nominating committee
      charter and will generally provide that persons to be nominated should be
      actively engaged in business endeavors, have an understanding of financial
      statements, corporate budgeting and capital structure, be familiar with the
      requirements of a publicly traded company, be familiar with industries relevant
      to our business endeavors, be willing to devote significant time to the
      oversight duties of the board of directors of a public company, and be able
      to
      promote a diversity of views based on the person’s education, experience and
      professional employment.


4


**Code
      of Conduct and Ethics**




We
      have
      adopted a code of ethics that applies to our officers, directors and employees
      in accordance with applicable federal securities laws and the rules of the
      American Stock Exchange. We have filed a copy of our code of ethics as an
      exhibit to a Current Report on Form 8-K dated June 19, 2007. You may then review
      this document by accessing our public filings at the SEC’s web site at
      www.sec.gov. In addition, a copy of our code of ethics will be provided without
      charge upon request to us. We also intend to disclose any amendments to or
      waivers of certain provisions of our code of ethics in a Current Report on
      Form
      8-K.




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




Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      requires our officers, directors and persons who own more than ten percent
      of a
      registered class of our equity securities to file reports of ownership and
      changes in ownership with the Securities and Exchange Commission. Officers,
      directors and ten percent stockholders are required by regulation to furnish
      us
      with copies of all Section 16(a) forms they file. Based solely on copies of
      such
      forms received or written representations from certain reporting persons that
      no
      Forms 3, 4 or 5 were required for those persons, we believe that, during the
      fiscal year ended December 31, 2007, all filing requirements applicable to
      our
      officers, directors and greater than ten percent beneficial owners were complied
      with.




**Item
      11. Executive Compensation**




Since
      Apex’s formation on June 1, 2006, its operations have been limited to
      organizational activities and, after its initial public offering, to activities
      relating to completing a business combination. To date, no current Apex
      executive officer, director or founding stockholder, nor any affiliate thereof,
      has received any cash or equity compensation for services rendered to Apex,
      except as set forth herein. In addition, Apex does not propose to pay
      compensation of any kind, including finder’s and consulting fees, to any of
      Apex’s current officers, directors or stockholders or any of their respective
      affiliates, for services rendered prior to or in connection with the merger.
      However, Apex’s officers and directors will be reimbursed for any out-of-pocket
      expenses incurred in connection with activities on its behalf, such as
      participating in the offering process with respect to its initial public
      offering, identifying potential target businesses and performing due diligence
      on suitable business combinations. 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 the Apex board of directors, which includes
      persons who may seek reimbursement, or a court of competent jurisdiction if
      such
      reimbursement is challenged. During fiscal year 2007, Apex paid approximately
      $193,000 for out-of-pocket expenses incurred by Apex’s officers and
      directors.




We
      presently occupy office space at 18 Farm Lane, Hillsborough, California 94010
      provided by Apex Bioventures, LLC, an affiliate of K. Michael Forrest, our
      President and Chief Operating Officer and one of our directors. Such affiliate
      has agreed that, until we complete a business combination, it will make office
      space, as well as certain office and secretarial services, available to us
      as we
      may require from time to time. During a portion of 2007, we also occupied office
      space at 724 Fifth Avenue, New York, New York 10019, provided by Craig Drill
      Capital, an affiliate of Robert J. Easton, one of our directors. During 2007,
      we
      made payments to Apex Bioventures, LLC and Craig Drill Capital in aggregate
      amounts of $6,000 and $3,500 respectively, for rent and administrative services.
      However, such payments have been discontinued and additional payments are not
      anticipated prior to the consummation of a business combination.




Apex
      does
      not currently have any equity compensation plans.




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




The
      following table sets forth information regarding the beneficial ownership,
      as
      defined in Rule 13d-3 of the Exchange Act, of Apex’s common stock as of April
      18, 2008 by:




5




·
              each
                  person known by us to be the beneficial owner of more than 5% of
                  Apex’s
                  outstanding shares of common stock as of April 18,
                  2008;
  ·
              each
                  of Apex’s current officers and directors;
                  and
  ·
              all
                  of Apex’s current officers and directors as a
                  group.
  **Beneficial ownership of**
                **Apex common stock as of**
                **April 18, 2008****Name and Address of Beneficial Owner**
              
              **Number of**
                **Shares****(1)**
              
              **Percent**
                **of Class**Darrell
                  J. Elliott(2)(3)
                1763
                  Orkney Place, North Vancouver, BC, V7H 2Z1
              
              
              268,858
              
              
              2.5
              %K.Michael
                  Forrest(2)
                18
                  Farm Lane, Hillsborough, CA 94010
              
              
              472,803
              
              
              4.4
              %Gary
                  E. Frashier(2)(4)
                215
                  West Bandera Road, Suite 114, Boerne, TX 78006
              
              
              359,790
              
              
              3.3
              %Robert
                  J. Easton(2)
                c/o
                  Craig Drill Capital, 724 Fifth Avenue, 9th Floor, New York, NY
                  10019
              
              
              397,310
              
              
              3.7
              %John
                  J. Chandler(2)
                2916
                  Thomas Smith Lane, Williamsburg, VA 23185
              
              
              126,313
              
              
              1.2
              %Nancy
                  T. Chang(2)
                10301
                  Stella Link, Houston, TX, 77025
              
              
              183,951
              
              
              1.7
              %Anthony
                  J. Sinskey(2)
                Department
                  of Biology, Room 68-370A
                Massachusetts
                  Institute of Technology
                Cambridge,
                  MA 02139
              
              
              97,474
              
              
              0.9
              %Robert
                  L. Van Nostrand(2)
                Mariners
                  Circle, West Islip, NY 11795
              
              
              152,277
              
              
              1.4
              %Rix
                  Clinical Laboratories Ltd.(2)(5)
                #101-4606
                  Canada Way, Burnaby, British Columbia, V5G 1K5
              
              
              97,474
              
              
              0.9
              %Deutsche
                  Bank AG(6)
                Theodor-Heuss-Allee
                  70
                60468
                  Frankfurt am Main
                Federal
                  Republic of Germany
              
              
              1,018,374
              
              
              9.4
              %Pacific
                  Assets Management, LLC(7)
                11601
                  Wilshire Blvd, Suite 2180
                Los
                  Angeles, CA 90025
              
              
              822,116
              
              
              7.6
              %HBK
                  Investments L.P.(8)
                300
                  Crescent Court, Suite 700
                Dallas,
                  TX 75201
              
              
              1,077,800
              
              
              9.9
              %Polar
                  Securities Inc.(9)
                2372
                  Bay Street, 21st floor, Toronto, Ontario M5H 2W9, Canada
              
              
              789,679
              
              
              7.3
              %QVT
                  Financial LP(10)
                1177
                  Avenue of the Americas, 9th Floor
                New
                  York, New York 10036
              
              
              906,600
              
              
              8.4All
                  directors and executive officers as a group (nine
                  individuals)
              
              
              2,156,250
              
              
              20.0
              %
   6
  (1)
              These
                  amounts do not include the shares of common stock underlying the
                  warrants
                  purchased by our directors and executive officers in a private
                  placement
                  immediately prior to our initial public
                  offering.
 (2)
              Each
                  of the noted individuals is a director of
                  Apex.
 (3)
              These
                  shares are held by Invivos Limited Partners, a British Columbia
                  limited
                  partnership. Ninety-nine percent of the limited partnership interests
                  of
                  Invivos Limited Partners are held collectively by Mr.Elliott’s wife and
                  children. The remaining 1% is held by Invivos Partners, Ltd., a
                  British
                  Columbia corporation. Mr. Elliott, in turn, owns 100% of the capital
                  stock
                  of Invivos Partners, Ltd. Accordingly, Mr. Elliott holds voting
                  and
                  dispositive power over all of the shares of common stock, but disclaims
                  any pecuniary interest therein.
 (4)
              Mr.
                  Frashier holds all of these shares of our common stock through
                  Treasure
                  Road Partners, Ltd., a Texas family limited partnership, of which
                  he and
                  his wife, Giva H. Frashier, are the sole owners (on an equal basis)
                  and
                  managers. Accordingly, Mr. Frashier and his wife share voting and
                  dispositive power over these
                  shares.
 (5)
              Donald
                  B. Rix holds ultimate voting and dispositive power over the shares
                  held by
                  Rix Clinical Laboratories Ltd.
 (6)
              Information
                  based on Form 4 filed by Deutsche Bank AG on April 18,
                  2008.
 (7)
              Information
                  based on Schedule 13G filed by Jonathan M. Glaser, Daniel Albert
                  David,
                  Roger Richter, David Rubinstein, Pacific Assets Management, LLC,
                  Pacific
                  Capital Management, Inc., and JMG Triton Offshore Fund, Ltd. on
                  February
                  14, 2008. As disclosed in such Schedule 13G, Pacific Assets Management,
                  LLC is the investment advisor to JMG Triton Offshore Fund, Ltd.
                  and
                  Pacific Capital Management, Inc., is a member of Pacific Assets
                  Management, LLC. Mr. Glaser, Mr. David and Mr. Richter are control
                  persons
                  of Pacific Assets Management, LLC and Pacific Capital Management,
                  Inc. Mr.
                  Rubinstein is a portfolio manager of JMG Triton Offshore Fund,
                  Ltd.
 (8)
              Information
                  based on Schedule 13G filed by HBK Investments L.P., HBK Services
                  LLC, HBK
                  Partners II, L.P., HBK Management LLC, and HBK Master Fund L.P.,
                  on
                  February 1, 2008.
 (9)
              Information
                  based on Schedule 13G filed by Polar Securities Inc. and North
                  Pole
                  Capital Master Fund on February 14, 2008. As disclosed in such
                  Schedule
                  13G, Polar Securities Inc. is the investment advisor for North
                  Pole
                  Capital Master Fund and a number of discretionary accounts over
                  which it
                  has voting and dispositive power.
 (10)
              Information
                  based on Schedule 13G filed by QVT Financial LP, QVT Financial
                  Group LLC,
                  QVT Fund LP, and QVT Associates GP LLC on January 31, 2008. As
                  disclosed
                  in such Schedule 13G, QVT Financial LP is the investment advisor
                  for QVT
                  Fund LP, QVT Financial Group LLC is the general partner of QVT
                  Financial
                  LP, and QVT Associates GP LLC is the general partner of QVT Fund
                  LP.
  As
        of
        December 31, 2007, Apex has no securities authorized for issuance under equity
        compensation plans.
  **Item
        13. Certain Relationships and Related Transactions, and Director Independence**
  Prior
        to
        Apex’s initial public offering, Apex issued a total of 2,156,250 shares of
        common stock at an aggregate purchase price of $25,000, which shares are
        currently held in escrow, by the individuals and entities set forth
        below:
  7
  **Name**
              
              **Number**
                **of Shares**
              
              **Relationship to Us**Invivos
                  Limited Partners
              
              268,858
              
              Affiliate
                  of Darrell J. Elliott, Chairman, Chief Executive Officer and
                  DirectorK.
                  Michael Forrest
              
              472,803
              
              President,
                  Chief Operating Officer and DirectorTreasure
                  Road Partners Ltd.
              
              359,790
              
              Affiliate
                  of Gary E. Frashier, Chief Financial Officer, Executive Vice President,
                  Secretary and DirectorRobert
                  J. Easton
              
              397,310
              
              DirectorJohn
                  J. Chandler
              
              126,313
              
              DirectorNancy
                  T. Chang
              
              183,951
              
              DirectorAnthony
                  J. Sinskey
              
              97,474
              
              DirectorRobert
                  L. Van Nostrand
              
              152,277
              
              DirectorRix
                  Clinical Laboratories Ltd.
              
              97,474
              
              Affiliate
                  of Donald B. Rix, DirectorTotal
              
              2,156,250
  Immediately
        prior to Apex’s initial public offering, all of our then current stockholders
        purchased in a private placement 1,800,000 warrants at a price of $1.00 per
        warrant (an aggregate purchase price of $1,800,000) directly from Apex. Such
        warrants were sold pursuant to the exemption from registration contained
        in
        Section 4(2) of the Securities Act. Each purchaser of such warrants was an
        accredited investor (as defined in Rule 501(a) of the Securities Act). Each
        warrant entitles the holder to purchase from Apex one share of common stock
        at
        an exercise price of $6.00 after the later of the completion of a business
        combination with a target business and June 7, 2008.
  We
        presently occupy office space at 18 Farm Lane, Hillsborough, California 94010
        provided by Apex Bioventures, LLC, an affiliate of K. Michael Forrest, our
        President and Chief Operating Officer and one of our directors. Such affiliate
        has agreed that, until we complete a business combination, it will make office
        space, as well as certain office and secretarial services, available to us
        as we
        may require from time to time. During a portion of 2007, we also occupied
        office
        space at 724 Fifth Avenue, New York, New York 10019, provided by Craig Drill
        Capital, an affiliate of Robert J. Easton, one of our directors. During 2007,
        we
        made payments to Apex Bioventures, LLC and Craig Drill Capital in aggregate
        amounts of $6,000 and $3,500 respectively, for rent and administrative services.
        However, such payments have been discontinued and additional payments are
        not
        anticipated prior to the consummation of a business combination.
  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 of
        directors 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, will be on terms believed by us to be no
        less
        favorable to us than are available from unaffiliated third parties. Such
        transactions will require prior approval 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. We will not
        enter
        into any such transaction unless our disinterested “independent” directors (or,
        if there are no “independent” directors, our disinterested directors) determine
        that the terms of such transaction are no less favorable to us than those
        that
        would be available to us with respect to such a transaction from unaffiliated
        third parties.
  **Director
        Independence**
  Our
        board
        of directors has determined that Robert J. Easton, Nancy T. Chang, John J.
        Chandler, Anthony J. Sinskey, Robert L. Van Nostrand and Donald B. Rix are
        “independent directors” as defined in Rule 10A-3 of the the Exchange Act, and as
        defined by the rules of the American Stock Exchange. The American Stock Exchange
        also requires that a majority of the audit committee consist of “independent
        directors.” Currently, all members of our audit committee are
        independent.
  **Item
        14: Principal Accountant Fees and Services**
  As
        previously disclosed in our 8-K filing on January 17, 2008, certain of the
        partners of Goldstein Golub Kessler LLP (“GGK”) became partners of McGladrey
& Pullen, LLP (“M&P”). As a result, GGK resigned as auditors of the
        Company effective January 11, 2008 and M&P was appointed as auditors for the
        Company’s annual financial statements for the year ended December 31, 2007.
  8
  GGK
        had a
        continuing relationship with RSM McGladrey, Inc. (“RSM”), from which it leased
        auditing staff who were full time, permanent employees of RSM and through
        which
        its partners provided non-audit services. GGK had no full time employees
        and
        therefore, none of the audit services performed were provided by permanent
        full
        time employees of GGK. GGK managed and supervised the audit staff, and is
        exclusively responsible for the opinion rendered in connection with its
        examination.
  The
        following table represents the aggregate fees billed or expected to be billed
        for services rendered by M&P and GGK for the year ended December 31,
        2007:
  Audit
                  Fees-M&P
              
              $
              25,000Audit
                  Fees-GGK
              
              
              83,500Audit-Related
                  Fees
              
              
              -Tax
                  Fees
              
              
              -All
                  Other Fees
              
              
              -Total
                  Fees
              
              $
              108,500
  **Audit
        Fees**
  M&P
        audit fees consist of fees for the audit of our 2007 year end financial
        statements. GGK audit fees consist of fees for the reviews of the interim
        financial statements as of March 31, 2007, June 30, 2007 and September 30,
        2007
        included in our quarterly reports on Form 10-Q and services rendered in
        connection with our registration statements, including related audits and
        proxy
        filings.
  **Audit-Related
        Fees**
  We
        did
        not incur audit-related fees with M&P or GGK for the year ended December 31,
        2007.
  **Tax
        Fees**
  We
        did
        not incur tax-related fees with M&P for the year ended December 31, 2007.
  **All
        Other Fees**
  We
        did
        not incur any other fees with M&P or GGK during the year ended December 31,
        2007.
  **Approval
        of Independent Registered Public Accounting Firm Services and
        Fees**
  The
        audit
        committee is responsible for appointing, setting compensation, and overseeing
        the work of the independent auditor. In recognition of this responsibility,
        the
        audit committee has established a policy to pre-approve all audit and
        permissible non-audit services provided by the independent auditor.
  9
  **PART
        IV**
  **Item
        15. Exhibits and Financial Statement Schedules**
  (3)
                  ExhibitsThe
                  following is a list of exhibits filed as part of this Annual Report
                  on
                  Form 10-K/A.31.1
              Certification
                  of the Chief Executive Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.31.2
              Certification
                  of the Chief Financial Officer pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.32
              Certification
                  of the Chief Executive Officer and Chief Financial Officer pursuant
                  to 18
                  U.S.C. 1350 and Section 906 of the Sarbanes-Oxley Act of
                  2002.
  10
  **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.
  **APEX
                  BIOVENTURES ACQUISITION CORPORATION**Date:
                  April 29, 2008
              By:
              /s/
                  Darrell J. ElliottDarrell
                  J. Elliott, Chairman and Chief Executive
                  Officer
  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 indicated below and on the dates indicated.
  **Signatures**
              
              **Title**
              
              **Date**By:
              /s/
                  Darrell J. Elliott
              
              Chief
                  Executive Officer (principal
              
              April
                  29, 2008Darrell
                  J. Elliott
              
              executive
                  officer) and DirectorBy:
              /s/
                  Gary E. Frashier
              
              Chief
                  Financial Officer (principal
              
              April
                  29, 2008Gary
                  E. Frashier
              
              financial
                  and accounting officer)Secretary,
                  Executive Vice Presidentand
                  DirectorBy:
              
              
              President,
                  Chief Operating Officer,
              
              April
                  29, 2008K.
                  Michael Forrest
              
              DirectorBy:
              /s/
                  Robert J. Eastonl
              
              Director
              
              April
                  29, 2008Robert
                  J. EastonBy:
              /s/
                  John J. Chandler
              
              Director
              
              April
                  29, 2008John
                  J. ChandlerBy:
              /s/
                  Nancy T. Chang
              
              Director
              
              April
                  29, 2008Nancy
                  T. ChangBy:
              /s/
                  Anthony J. Sinskey
              
              Director
              
              April
                  29, 2008Anthony
                  J. SinskeyBy:
              /s/
                  Robert L. Van Nostrand
              
              Director
              
              April
                  29, 2008Robert
                  L. Van NostrandBy:
              /s/
                  Donald B. Rix
              
              Director
              
              April
                  29, 2008Donald
                  B. Rix
 11