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UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, DC 20549
  FORM 20-F
  o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF
    THE SECURITIES
    EXCHANGE ACT OF 1934ORx

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT
    OF 1934For the fiscal year ended December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE
    ACT OF 1934For the transition period
    from          toORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE
    ACT OF 1934   Date of
    event requiring this shell company report
  Commission file number
 xxx-xxxxx
  NEWLEAD HOLDINGS LTD.
 (Exact name of Registrant as
    specified in its charter)
  (Translation of Registrants
    name into English)
  Bermuda
 (Jurisdiction of incorporation or
    organization)
  83 Akti Miaouli & Flessa Str., Piraeus Greece 185
    38
 (Address of principal executive
    offices)
  Mr. Michail S. Zolotas
 83 Akti Miaouli & Flessa Str.
 Piraeus Greece 185 38
 Tel: + 30 213 014 8600, Fax: + 30 213 014 8609
 E-mail:
    mzolotas@newleadholdings.com
 (Name, Telephone,
    E-mail
    and/or Facsimile number and Address of Company Contact Person)
  Securities registered or to be registered pursuant to
    Section 12(b) of the Act:
   Title of each class

Name of each exchange on which registeredCommon shares, $0.01 par value

NASDAQ Global Market   Securities
    registered or to be registered pursuant to Section 12(g) of
    the Act:
    None  Securities
    for which there is a reporting obligation pursuant to
    Section 15(d) 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. o x
  If this report is an annual or transition report, indicate by
    check mark if the registrant is not required to file reports
    pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934. o x
  Note-Checking the box above will not relieve any registrant
    required to file reports pursuant to Section 13 or 15(d) of
    the Securities Exchange Act of 1934 from their obligations under
    those Sections.
  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. x o
  Indicate by check mark whether the registrant has submitted
    electronically and posted on its corporate website, if any,
    every Interactive Data File required to be submitted and posted
    pursuant to Rule 405 of
    Regulation S-T
    during the preceding 12 months (or for such shorter period
    that the registrant was required to submit and post such
    files). o o
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer x  Indicate by check mark which basis of accounting the
    registrant has used to prepare the financial statements included
    in this filing:
 U.S. GAAP þ
    International Financial Reporting Standards as issued
    Other
    o o
  If Other has been checked in response to the
    previous question, indicate by check mark which financial
    statement item the registrant has elected to follow.
 Item 17  o     Item 18  o
  If this is an annual report, indicate by check mark whether
    the registrant is a shell company (as defined in
    Rule 12b-2
    of the Exchange
    Act). o x




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##### 





TABLE OF
    CONTENTS
   
 PageITEM 1.


IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND
    ADVISERS


4ITEM 2.


OFFER STATISTICS AND EXPECTED TIMETABLE


4ITEM 3.


KEY INFORMATION


4ITEM 4.


INFORMATION ON THE COMPANY


34ITEM 4A.


UNRESOLVED STAFF COMMENTS


95ITEM 5.


OPERATING AND FINANCIAL REVIEW AND PROSPECTS


95ITEM 6.


DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES


132ITEM 7.


MAJOR SHAREHOLDERS AND RELATED PARTY
    TRANSACTIONS


137ITEM 8.


FINANCIAL INFORMATION


142ITEM 9.


THE OFFER AND LISTING


144ITEM 10.


ADDITIONAL INFORMATION


145ITEM 11.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
    MARKET RISK


158ITEM 12.


DESCRIPTION OF SECURITIES OTHER THAN EQUITY
    SECURITIES


159ITEM 13.


DEFAULTS, DIVIDEND ARREARAGES AND
    DELINQUENCIES


159ITEM 14.


MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
    HOLDERS AND USE OF PROCEEDS


159ITEM 15.


CONTROLS AND PROCEDURES


159ITEM 16A.


AUDIT COMMITTEE FINANCIAL EXPERT


161ITEM 16B.


CODE OF ETHICS


161ITEM 16C.


PRINCIPAL ACCOUNTANT FEES AND SERVICES


161ITEM 16D.


EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
    COMMITTEES


161ITEM 16E.


PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
    AFFILIATED PURCHASES


161ITEM 16F.


CHANGE IN REGISTRANTS CERTIFYING
    ACCOUNTANT


161ITEM 16G.


CORPORATE GOVERNANCE


161ITEM 17.


FINANCIAL STATEMENTS


163ITEM 18.


FINANCIAL STATEMENTS


163ITEM 19.


EXHIBITS


163EX-4.16EX-8.1EX-12.1EX-12.2EX-13.1EX-13.2EX-4.3EX-4.40EX-4.41EX-4.42EX-4.43EX-4.44EX-4.45EX-4.46EX-4.47EX-4.48EX-4.49EX-4.50EX-4.51EX-4.52EX-8.1EX-12.1EX-12.2EX-13.1EX-13.2EX-15.1   2




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CAUTIONARY
    STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
      and/or
   3




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PART I
 Item 1.  Identity
    of Directors, Senior Management and Advisers    Item 2.
    Offer
    Statistics and Expected Timetable    Item 3.
    Key
    Information    A.
    Selected
    Financial Data    4




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Successor


PredecessorOctober 14


January 1Year Ended

to


to

Year Ended

Year Ended

Year EndedDecember 31,

December 31,


October 13,

December 31,

December 31,

December 31,2010

2009


2009

2008

2007

2006Statement of Operations DataOperating revenues


102,733



14,096




33,564



56,519



55,774



45,973Vessel operating expenses


(39,219
)


(6,530
)



(22,681
)


(19,798
)


(17,489
)


(12,780
)Management fees


(1,007
)


(315
)



(900
)


(1,404
)


(1,243
)


(1,110
)General & administrative expenses


(15,592
)


(12,025
)



(8,366
)


(7,816
)


(5,278
)


(4,029
)Depreciation and amortization expenses


(39,558
)


(4,844
)



(11,813
)


(15,040
)


(14,029
)


(9,318
)Impairment losses


(39,515
)







(68,042
)










Operating (loss)/income from continuing operations


(54,856
)


(14,659
)



(87,581
)


5,449



14,471



16,157Interest and finance expense, net


(44,899
)


(23,996
)



(10,928
)


(15,741
)


(16,966
)


(13,463
)Other income/(expenses), net


(5
)







40



2



(11
)


(72
)(Loss)/income from continuing operations


(97,618
)


(35,865
)



(95,448
)


(16,573
)


(5,936
)


1,644Net (loss)/income


(94,849
)


(37,872
)



(125,764
)


(39,828
)


(8,733
)


2,199(Loss)/earnings per share (basic and diluted) continuing
    operations


(14.03
)


(6.42
)



(39.84
)


(6.94
)


(2.50
)


0.72(Loss)/earnings per share (basic and diluted)


(13.63
)


(6.78
)



(52.49
)


(16.69
)


(3.68
)


0.96Cash dividends declared per share















1.20



7.56



10.68Weighted average number of shares (basic and diluted)


6,958,903



5,588,937




2,395,858



2,386,182



2,373,238



2,368,073Balance Sheet Data (at period end)Cash and cash equivalents


67,531



106,255








4,009



12,444



11,612Restricted cash (current)


12,606



403




1,898



8,510



39



3,242Total current assets


102,569



121,421




10,018



19,741



20,199



22,430Restricted cash (non-current)


30,700



9,668












1,548



Total assets


761,733



485,369




196,849



317,777



425,491



458,040Current portion of long-term debt


26,773



14,240




221,430



223,710



284,800



Total current liabilities


94,739



54,260




256,303



251,489



311,997



29,622Long-term debt


554,238



264,460
















284,800Total liabilities


686,099



326,857




256,303



252,261



318,372



325,452Total shareholders equity/(deficit)


75,634



158,512




(59,454
)


65,516



107,119



132,588Other Financial Data (for period ending)Net cash (used in)/provided by operating activities


(9,685
)


(5,869
)



(10,557
)


2,901



17,581



24,215Net cash provided by/(used in) investing activities


(22,189
)







2,216



61,083



(2,008
)


(101,815
)Net cash provided by/(used in) financing activities


(6,850
)


112,124




4,332



(72,419
)


(14,741
)


69,964Net increase (decrease) in cash and cash equivalents


(38,724
)


106,255




(4,009
)


(8,435
)


832



(7,636
)Cash dividends paid















(2,862
)


(17,970
)


(25,292
)Fleet Data (at period end)Number of product tankers owned


6



9




9



9



10



10Number of container vessels
    owned(1)






2




2



3



5



5Number of dry bulk vessels owned


12



3
















     (1)
    
    Considered discontinued operations
    for all periods presented. 5




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B.
    Capitalization
    and Indebtedness    C.
    Reasons
    for the Offer and Use of Proceeds    D.
    Risk
    Factors    Industry
    Specific Risk Factors
  Charter
    rates for product tankers and bulkers have declined
    significantly and are experiencing high volatility. Charter
    rates for both tankers and bulkers may decrease further in the
    future, which may adversely affect our earnings.
       6




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
    demand for cargoes (e.g., oil and oil products for tankers,
    coal, raw materials, agricultural products and steel products
    for bulkers);
    supply of cargoes;
    oil prices;
    demand of energy in developing countries;
    continuing growth of industrialization in the emerging countries;
    regional availability of refining capacity;
    the globalization of manufacturing;
    global and regional economic and political conditions;
    armed conflicts, acts of piracy and terrorism;
    developments in international trade;
    changes in seaborne and other transportation patterns, including
    changes in the distances over which cargoes are transported;
    environmental and other regulatory developments;
    currency exchange rates; and
    weather.    
    the number of newbuilding deliveries;
    the scrapping activity and age of vessels in the existing world
    fleet;
    the price of steel;
    changes in environmental and other regulations that may limit
    the useful lives of vessels;
    the conversion of vessels from one type to another;
    the loss of vessels;
    the number of vessels (tankers mainly) that are used for storage;
    the number of vessels that are in or out of service; and
    port or canal congestion and increased waiting days at port.    Downturns
    in the product tankers and dry bulk vessels charter markets may
    have an adverse effect on our earnings, affect compliance with
    our loan covenants and our ability to pay dividends if
    reinstated in the future.
  and/or
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(2001-2010)
    and/or
    A
    further economic slowdown in the Asia Pacific region could
    exacerbate the effect of recent slowdowns in the economies of
    the United States and the European Union and may have a material
    adverse effect on our business, financial condition and results
    of operations.
   8




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Changes
    in the economic and political environment in China and policies
    adopted by the government to regulate its economy may have a
    material adverse effect on our business, financial condition and
    results of operations.
    The
    earthquake and resulting tsunami and nuclear power plant crisis
    that struck Japan in March 2011 could, in the near term, reduce
    tanker and dry bulk trade to and from Japan, affect global
    charter rates and adversely affect our business.
   9




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The
    value of our vessels may fluctuate, which may adversely affect
    our liquidity.
    
    general economic and market conditions affecting the shipping
    industry;
    increase/decrease in demand for vessels acquisitions;
    the types and sizes of available vessels;
    increase/decrease in the supply of tonnage capacity;
    expected newbuilding deliveries and future market expectations;
    the cost of newbuildings;
    availability of acquisition finance;
    prevailing charter rates; and
    technological advances in vessel design or equipment, changes in
    applicable environmental or other regulations or standards, or
    otherwise.    An
    oversupply of tanker capacity may lead to reductions in charter
    rates, which could materially adversely affect our
    profitability.
   10




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An
    oversupply of dry bulk vessel capacity may lead to further
    reductions in charter rates, and disproportionately affect older
    vessels, which could materially adversely affect our
    profitability.
    and/or
  Disruptions
    in world financial markets and the resulting governmental action
    in the United States and in other parts of the world could have
    a material adverse impact on our results of operations,
    financial condition and cash flows, and could cause the market
    price of our common shares to further decline.
  and/or
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Acts
    of piracy on ocean-going vessels have recently increased in
    frequency, which could adversely affect our
    business.
  and/or
  Increases
    in fuel, or bunker prices, may adversely affect
    profits.
    We are
    subject to complex laws and regulations, including environmental
    and safety laws and regulations, that can adversely affect the
    cost, manner or feasibility of doing business and consequently
    our results of operations.
   12




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We
    could incur material liabilities, including cleanup obligations
    and natural resource damages, in the event there is a release of
    oil or other hazardous substances from our vessels or otherwise
    in connection with our operations.
        clean-up
 14




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Climate
    change and government laws and regulations related to climate
    change could negatively impact our financial
    condition.
    We are
    subject to international safety regulations and the failure to
    comply with these regulations may subject us to increased
    liability, may adversely affect our insurance coverage and may
    result in a denial of access to, or detention in, certain
    ports.
   15




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Our
    vessels may suffer damage due to the inherent operational risks
    of the seaborne transportation industry and we may experience
    unexpected dry-docking costs, which could adversely affect our
    business and financial condition.
    Our
    insurance may not be adequate to cover our losses that may
    result from our operations, which are subject to the inherent
    operational risks of the seaborne transportation
    industry.
       16




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Because
    we obtain some of our insurance through protection and indemnity
    associations, we may also be subject to calls in amounts based
    not only on our own claim records, but also on the claim records
    of other members of the protection and indemnity
    associations.
      The
    risks and costs associated with vessels increase as the vessels
    age.
    A
    failure to pass inspection by classification societies could
    result in one or more vessels being unemployable unless and
    until they pass inspection, resulting in a loss of revenues from
    such vessels for that period and a corresponding decrease in
    operating cash flows.
        If we
    purchase any newbuilding vessels, delays, cancellations or
    non-completion of deliveries of newbuilding vessels could harm
    our operating results.
   17




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
    quality or engineering problems;
    changes in governmental regulations or maritime self-regulatory
    organization standards;
    work stoppages or other labor disturbances at the shipyard;
    bankruptcy or other financial crisis of the shipbuilder;
    a backlog of orders at the shipyard;
    political or economic disturbances;
    weather interference or catastrophic event, such as a major
    earthquake or fire;
    requests for changes to the original vessel specifications;
    shortages of or delays in the receipt of necessary construction
    materials, such as steel;
    inability to finance the construction or conversion of the
    vessels; or
    inability to obtain requisite permits or approvals.    Labor
    interruptions could disrupt our business.
    Maritime
    claimants could arrest our vessels through foreclosure
    proceedings, which would interrupt our business.
    Governments
    could requisition our vessels during a period of war or
    emergency without adequate compensation.
   18




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We
    operate our vessels worldwide and, as a result, our vessels are
    exposed to international risks that could reduce revenue or
    increase expenses.
    Terrorist
    attacks and international hostilities can affect the seaborne
    transportation industry, which could adversely affect our
    business and results of operations.
      We are
    subject to vessel security regulations and will incur costs to
    comply with recently adopted regulations and may be subject to
    costs to comply with similar regulations which may be adopted in
    the future in response to terrorism.
   19




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
    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.  non-U.S. vessels
  Economic
    sanctions and other international trade restrictions imposed by
    the United States, the European Union, and other jurisdictions
    could increase the legal compliance risks and costs associated
    with our international activities.
  and/or
    inter alia, (non-U.S.)
 20




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de minimus
    and/or
    Company
    Specific Risk Factors
  The
    report of our independent registered public accounting firm
    states that we may be unable to continue as a going
    concern
     21




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and/or
      and/or
  and/or
     22




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Under
    the terms of our facility agreement with Bank of Scotland as
    agent, dated October 13, 2009, certain financial covenants
    (excluding working capital and minimum liquidity) have been
    waived by our lenders until at least April 2012 and others have
    been waived until October 2012. Our other existing credit
    facilities and financing arrangements contain payment
    obligations and restrictive covenants that may limit our
    liquidity and our ability to expand our fleet. A failure by us
    to meet our obligations under our credit facilities and
    financing arrangements could result in an event of default under
    such credit facilities or financing arrangements. Such event
    could have a material adverse effect on our operations and our
    ability to raise new capital.
      Our
    facility agreements contain restrictions and limitations that
    could significantly impact our ability to operate our business
    and if we receive waivers and/or restructure our indebtedness,
    our lenders may impose additional restrictions on us and/or
    modify the terms of our existing loans. Any default or breach of
    the covenants in our debt agreements could have a material
    adverse effect on our operations and financial
    position.
    
    incur or guarantee additional indebtedness;
    create liens on our assets;
    make investments;
    engage in recapitalizations and acquisitions;
    redeem capital stock;
    make capital expenditures;
    change the management of our vessels or terminate the management
    agreements we have relating to our vessels;
    enter into long-term charter arrangements without the consent of
    the lender; and
    sell any of our vessels. 23




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
    specific ratios of shareholders equity as a percentage of
    our total assets, adjusting the book value of our fleet to its
    market value;
    working capital of not less than zero dollars;
    maintenance of minimum liquidity requirements at five per cent
    of the outstanding loans;
    maintenance of ratio of EBITDA to interest payable to specific
    levels;
    maintenance of specific value to loan ratios;
    cash sweep on the earnings of the vessels;
    minimum interest coverage ratios; and
    minimum market adjusted equity ratios.      and/or
    We are
    highly leveraged and may incur substantial additional debt,
    which could materially adversely affect our financial health and
    our ability to obtain financing in the future, react to changes
    in our business and make debt service payments.
   24




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
    our ability to obtain additional financing for working capital,
    capital expenditures, debt service requirements, vessel or other
    acquisitions or general corporate purposes may be impaired in
    the future;
    if new debt is added to our debt levels, the related risks that
    we now face would increase and we may not be able to meet all of
    our debt obligations;
    a substantial portion of our cash flow from operations must be
    dedicated to the payment of principal and interest on our
    indebtedness, thereby reducing the funds available to us for
    other purposes, and there can be no assurance that our
    operations will generate sufficient cash flow to service this
    indebtedness;
    we will be exposed to the risk of increased interest rates
    because our borrowings under facility agreements will be at
    variable rates of interest;
    it may be more difficult for us to satisfy our obligations to
    our lenders, resulting in possible defaults on and acceleration
    of such indebtedness and the cross-acceleration or cross-default
    of our other indebtedness;
    we may be more vulnerable to general adverse economic and
    industry conditions;
    we may be at a competitive disadvantage compared to our
    competitors with less debt or comparable debt at more favorable
    interest rates;
    our ability to refinance indebtedness may be limited or the
    associated costs may increase; and
    our flexibility to adjust to changing market conditions and
    ability to withstand competitive pressures could be limited, or
    we may be prevented from carrying out capital spending that is
    necessary or important to our growth strategy and efforts to
    improve operating margins or our business.    The
    market values of our vessels have declined and may further
    decrease, which could lead to the loss of our vessels and/or we
    may incur a loss if we sell vessels following a decline in their
    market value.
   25




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For
    the periods from January 1, 2009 to October 13, 2009
    and from October 14, 2009 to December 31, 2009 and for
    the year ended December 31, 2008, we were dependent upon
    three significant charterers for a majority of our revenues, and
    for the year ended December 31, 2010, we received 43% of
    our revenue from continuing operations from three charterers,
    one of which is experiencing financial
    difficulties.
    Our
    charterers may terminate or default on their charters, which
    could materially adversely affect our results of operations and
    cash flow. When the charter agreements expire or terminate, we
    will need to find new employment for the affected vessels in the
    currently depressed charter market, which may adversely affect
    our results of operations and cash flows.
    and/or
   26




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Our
    vessels may be subject to periods of off-hire, which could
    materially adversely affect our business, financial condition
    and results of operations.
    
    operational deficiencies;
    the removal of a vessel from the water for repairs, maintenance
    or inspection, which is referred to as drydocking;
    equipment breakdowns;
    delays due to accidents or deviations from course;
    occurrence of hostilities in the vessels flag state;
    crewing strikes, labor boycotts, certain vessel detentions or
    similar problems; or
    our failure to maintain the vessel in compliance with its
    specifications, contractual standards and applicable country of
    registry and international regulations or to provide the
    required crew.  and/or
  We may
    be unable to attract and retain key management personnel and
    other employees in the shipping industry, which may negatively
    impact the effectiveness of our management and our results of
    operations.
   27




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If we
    are unable to operate our vessels efficiently, we may be
    unsuccessful in competing in the highly competitive
    international tanker market.
    The
    operation of tankers involves certain unique operational
    risks.
      We may
    not be able to grow or effectively manage our growth, which may
    negatively impact our cash flows and operating
    results.
    
    identify vessels for acquisition;
    consummate acquisitions;
    integrate acquired vessels successfully with our existing
    operations;
    identify businesses engaged in managing, operating or owning
    vessels for acquisitions or joint ventures;
    hire, train and retain qualified personnel and crew to manage
    and operate our growing business and fleet;
    identify additional new markets;
    improve our operating, financial and accounting systems and
    controls; and
    obtain required financing for our existing and new operations. 28




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Capital
    expenditures and other costs necessary to operate and maintain
    our vessels may increase due to changes in governmental
    regulations or safety or other equipment
    standards.
    
    the cost of our labor and materials;
    the cost of suitable replacement vessels;
    customer/market requirements;
    increases in the size of our fleet; and
    governmental regulations and maritime self-regulatory
    organization standards relating to safety, security or the
    environment.    If we
    are unable to fund our capital expenditures, we may not be able
    to take delivery and/or operate our vessels, which would have a
    material adverse effect on our business.
    Unless
    we set aside reserves or are able to borrow funds for vessel
    replacement, our revenue will decline at the end of a
    vessels useful life, which would materially adversely
    affect our business, results of operations and financial
    condition.
   29




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Exposure
    to currency exchange rate fluctuations will result in
    fluctuations in our cash flows and operating
    results.
    Our
    incorporation under the laws of Bermuda may limit the ability of
    our shareholders to protect their interests.
    If the
    recent volatility in LIBOR continues, it could affect our
    profitability, earnings and cash flow.
  cost-of-funds
  It may
    not be possible for investors to enforce U.S. judgments against
    us.
   30




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##### Table of Contents



U.S.
    tax authorities could treat us as a passive foreign
    investment company, which could have adverse U.S. federal
    income tax consequences to U.S. shareholders.
          We may
    have to pay tax on
    U.S.-source
    income, which would reduce our earnings.
  U.S.-source
  U.S.-source
  U.S.-source
 31




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##### Table of Contents



Risks
    Relating to Our Common Shares
  There
    may not be an active market for our common shares, which may
    cause our common shares to trade at a discount and make it
    difficult to sell the common shares you purchase.
      Michail
    S. Zolotas, our Chief Executive Officer, President and Deputy
    Chairman, beneficially owns approximately 91% of our outstanding
    common shares and, as a result, he is able to influence the
    outcome of shareholder votes.
    Anti-takeover
    provisions in our constitutional documents and in our
    loan/financing agreements could have the effect of discouraging,
    delaying or preventing a recapitalization, amalgamation or
    acquisition or other business combination, which could adversely
    affect the market price of our common shares.
    
    authorizing our board of directors to issue blank
    check preference shares without shareholder approval;
    establishing a classified board of directors with staggered,
    three-year terms;
    prohibiting us from engaging in a business
    combination with an interested shareholder for
    a period of three years after the date of the transaction in
    which the person becomes an interested shareholder unless
    certain conditions are met;
    not permitting cumulative voting in the election of directors;
    authorizing the removal of directors only for cause and only
    upon the affirmative vote of the holders of at least 80% of our
    outstanding common shares; 32




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##### Table of Contents




    limiting the persons who may call special meetings of
    shareholders to our board of directors, subject to certain
    rights guaranteed to shareholders under the BCA;
    requiring Grandunion, or Nicholas Fistes and Michail Zolotas,
    directly or indirectly, to maintain legal and beneficial
    ownership of not less than 10% of the issued and outstanding
    share capital of the Company (whereas in two loan agreements the
    requirement is for Michail Zolotas and Nicholas Fistes to
    maintain, directly or indirectly, legal and beneficial ownership
    of not less than 33.3% of the issued and outstanding share
    capital of the Company);
    requiring Nicholas Fistes and Michail Zolotas to be at any given
    time the beneficial owners of at least 50.1% of the voting share
    capital of Grandunion;
    requiring Nicholas Fistes and Michail Zolotas to remain at any
    given time the Chairman, and the President and Chief Executive
    Officer of the Company, respectively; and
    establishing advance notice requirements for nominations for
    election to our board of directors and for proposing matters
    that can be acted on by shareholders at our shareholder meetings.    Our
    board of directors has determined to suspend the payment of cash
    dividends in order to preserve capital and to allow management
    to focus on improving our operating results, and until
    conditions improve in the international shipping industry and
    credit markets, management will continue to evaluate whether to
    reinstate the payment of dividends.
       33




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##### Table of Contents



Item 4.
    Information
    on the Company  A.
    History
    and Development of the Company  (30) 213-014-8600.
        
    Brought in-house commercial, operational and technical
    management with highly qualified and experienced personnel;
    Exited the container sector;
    Completed the divestiture of all of the underperforming and
    unprofitable tanker vessels that existed prior to the
    recapitalization;
    Implemented a newbuilding program;
    Doubled our fleet size from 11 to 22 vessels;
    Diversified both our vessel and charter mix to limit our
    exposure to market cycles, while positioning ourselves to take
    advantage of market upswings;
    Focused on creating an advantageous blend of product tanker and
    dry bulk vessels; and
    Created a scalable platform to support future growth.     34




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##### Table of Contents



2009
    Recapitalization
      Name
    Change and Amended Bye-Laws
    Fleet
    Expansion and Activities
  Dropdown
    of six vessels and commercial/technical management
    companies
  Lock-Up
   35




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##### Table of Contents




    ISO 9001 from American Bureau of Shipping Quality Evaluations
    for a quality management system, by consistently providing a
    service that meets customer and applicable statutory and
    regulatory requirements, and by enhancing customer satisfaction
    through, among other things, processes for continual improvement;
    ISO 14001 from American Bureau of Shipping for environmental
    management, including policies and objectives targeting legal
    and other requirements; and
    Certificate of Company Compliance by the American Bureau of
    Shipping for safety, quality and environmental requirements of
    the ABS HSQE guide.  Acquisition
    of five vessels
    Newbuilding
    program and delivery of one new Kamsarmax vessel
          Acquisition
    of one dry bulk vessel
   36




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##### Table of Contents



Sale
    of non-core vessels
          New
    charter party agreements
      Sale
    and leaseback of four vessels
   37




---



##### Table of Contents



30-day 30-day
    B.
    Business
    Overview  FLEET
      Net DailySize

Vessel





CharterVessel Name

(Dwt)

Type

Year Built

Charter Expiration

Hire RateProduct Tanker VesselsNewlead Compass


72,934


Panamax


2006


Q3 2016(1)

$11,700 plus 50% profit sharing up to $26,000 and 30% above such
    amountNewlead Compassion


72,782


Panamax


2006


min: April 2016
    max: June
    2016(1)

$11,700 plus 50% profit sharing up to $26,000 and 30% above such
    amountNewlead Avra


73,495


Panamax


2004


min: February 2012
    max: March 2012

$13,825 plus 50% profit sharing above $14,000 38




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##### Table of Contents



Net DailySize

Vessel





CharterVessel Name

(Dwt)

Type

Year Built

Charter Expiration

Hire RateNewlead Fortune


73,495


Panamax


2004


min: November 2011 max: December 2011

$13,825 plus 50% profit sharing above $14,000Hiotissa


37,329


Handymax


2004


(2)

Scorpio Handymax Tanker Pool EarningsHiona


37,337


Handymax


2003


(2)

Scorpio Handymax Tanker Pool EarningsDry bulk VesselsNewlead Endurance


92,000


Post-Panamax


2011


min: March  2018
    max: May 2018

$14,438 plus 50% profit
    sharing(3)Newlead Tomi


79,224


Kamsarmax


2010


min: September 2015 max: March 2016

$28,710(4)Newlead Prosperity


34,682


Handysize


2003


August 2011

$12,188(5)Newlead Victoria


75,966


Panamax


2002


min: July 2012
    max: October 2012

Floating rate time
    charter(6)Brazil(7)


151,738


Capesize


1995


min: December 2013 max: February 2014

$28,985(8)Australia(7)


172,972


Capesize


1993


min: November 2011 max: January 2012

$20,391China(7)


135,364


Capesize


1992


min: November 2015 max: October 2016

$12,753Grand Ocean


149,498


Capesize


1990


min: January 2012
    max: May
    2012(9)

$19,680Newlead Venetico


134,982


Capesize


1990


min: June 2012
    max: October
    2012(10)

$17,760Grand
    Rodosi(6)


68,788


Panamax


1990


August 2011

$22,325Newlead Markela


71,733


Panamax


1990


min: February 2013
    max: June 2013

$21,972Newlead Esmeralda


69,458


Panamax


1990


min: August 2011
    max: November 2011

$17,953Newlead Spartounta


135,070


Capesize


1989


Spot

   Size

Vessel

Expected



Charter RateNewbuildings

(Dwt)

Type

Delivery Date

Charter Term

(Daily, Net)Newlead TBN


35,000


Handysize

2nd Half

    2011

Twelve years +/- 4 months

$12,000 plus 40% profit
    sharing(11)Newlead TBN


80,000


Kamsarmax

Q4 2011

Seven year time charter

$27,300Newlead TBN


35,000


Handysize

Q3 2012

Twelve years +/- 4 months

$12,000 plus 40% profit
    sharing(11)     (1)
    
    The time charter of the Newlead
    Compassion commenced in May 2011, while the Newlead Compass is
    expected to commence during Q3 2011. The net daily charter-out
    rate is $11,700 for the first year, $13,650 for the second,
    third and fourth year and $15,600 for the fifth year plus 50.0%
    profit-sharing on the actual earnings of the charterer up to
    $26,000 per day and 30% above such amount.(2)
    
    The Hiotissa entered the Handymax
    Tanker Pool of Scorpio Management in April 2011, while the Hiona
    is expected to enter the same pool in Q3 2011.(3)
    
    At the end of the seven year time
    charter, the charterer also has an option to extend the charter
    period for one year and one additional year. Charter-out rate
    for first optional year is $15,400 (net) per day plus 50/50
    profit sharing. Charter-out rate for second optional year is
    $16,844 per day (net) plus 50/50 profit sharing.(4)
    
    Five year time charter at net
    charter rate of $28,710 per day, plus charterers option
    for one year plus one additional year. The vessel owners have a
    put option for a second two-year charter at a net charter rate
    between $19,800 and $28,710 per day. The second charter is
    subject to the first charterer not exercising the optional
    years. The first and second charters secure a total charter
    duration of seven years for the vessel.(5)
    
    The vessel was chartered-in during
    the fourth quarter 2010 initially until March 15, 2011,
    with an obligation to conclude the purchase by the end of the
    charter period at the latest. By an addendum signed on
    March 11, 2011, the parties agreed initially to extend the
    charter period until April 8, 2011, while by a second
    addendum signed on 39




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##### Table of Contents



April 7, 2011, the charter
    period was extended until May 6, 2011. On May 10,
    2011, we completed the acquisition of the vessel. Subject to the
    charterers option to redeliver the vessel in the
    Mediterranean Sea,which, if exercised, would result in a net
    daily charter-out rate of $14,063.(6)
    
    The vessel owner shall have the
    right to an earlier redelivery of the vessel, at any time within
    the charter duration, subject to vessel owners tendering
    to charterers three months advance notice.(7)
    
    This vessel was sold and leased
    back to the Company on a bareboat charter for a period of eight
    years.(8)
    
    Net charter rate of $28,985 per day
    for the first three years and $26,180 per day thereafter, plus
    50/50 profit sharing of the daily earnings of the charterer
    above $26,600.(9)
    
    The charterer also has an option to
    extend the charter period for one additional year.(10)
    
    The charterer also has an option to
    extend the charter period for six additional months.(11)
    
    Base rate is $12,000 per day. Above
    a rate of $14,000 per day, profit sharing is 40% based on open
    book accounting on actual earnings. Charterers have a 50%
    purchase option.  Fleet
    Management
           40




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##### Table of Contents



Crewing
    and Employees
        Inspection
    by a Classification Society
    Competition
    Environmental
    and Other Regulations
   41




---



##### Table of Contents



International
    Maritime Organization
      Vessel
    Construction and Safety Requirements
    
    25-year-old
    tankers must be of double-hull construction or of a mid-deck
    design with double-sided construction, unless:      
    30-year-old
    tankers must be of double-hull construction or mid-deck design
    with double-sided construction; and
    all tankers will be subject to enhanced inspections. 42




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
    is the subject of a contract for a major conversion or original
    construction on or after July 6, 1993;
    commences a major conversion or has its keel laid on or after
    January 6, 1994; or
    completes a major conversion or is a newbuilding delivered on or
    after July 6, 1996.          
    the oil tanker conversion was completed before July 6, 1996;
    the conversion included the replacement of the entire cargo
    section and fore-body and the tanker complies with all the
    relevant provisions of the MARPOL Convention applicable at the
    date of completion of the major conversion; and
    the original delivery date of the oil tanker will apply when
    considering the 15 years of age threshold relating to the
    first technical specifications survey to be completed in
    accordance with the MARPOL Convention.      
    crude oils having a density at 15°C higher than 900 kg/m3;
    fuel oils having either a density at 15°C higher than 900
    kg/m3 or a kinematic viscosity at 50°C higher than 180
    mm2/s; or
    bitumen, tar and their emulsions. 43




---



##### Table of Contents



ship-to-ship
      Ballast
    Water Requirements
    Air
    Emissions
   44




---



##### Table of Contents



and/or
  Safety
    Requirements
         45




---



##### Table of Contents



Oil
    Pollution Liability
      International
    laws governing Bunker Oil Pollution
   46




---



##### Table of Contents



United
    States Requirements
  The U.S.
    Oil Pollution Act of 1990 and Comprehensive Environmental
    Response, Compensation and Liability Act
  clean-up
  clean-up
  
    natural resource damages and related assessment costs;
    real and personal property damages;
    net loss of taxes, royalties, rents, profits or earnings
    capacity;
    net cost of public services necessitated by a spill response,
    such as protection from fire, safety or health hazards;
    loss of profits or impairment of earning capacity due to injury,
    destruction or loss of real property, personal property and
    natural resources; and
    loss of subsistence use of natural resources.  clean-up,
    self-insurance
 47




---



##### Table of Contents



20-year (1995-2015)
  
    address a worst case scenario and identify and
    ensure, through contract or other approved means, the
    availability of necessary private response resources to respond
    to a worst case discharge;
    describe crew training and drills; and
    identify a qualified individual with full authority to implement
    removal actions.       48




---



##### Table of Contents



Additional
    U.S. Environmental Requirements
  and/or
      and/or
    European
    Union Restrictions
   49




---



##### Table of Contents



sub-standard
  Greenhouse
    Gas Regulation
    Vessel
    Security Regulations
   50




---



##### Table of Contents




    on-board installation of automatic identification systems to
    provide a means for the automatic transmission of safety-related
    information from among similarly equipped ships and shore
    stations, including information on a ships identity,
    position, course, speed and navigational status;
    on-board installation of ship security alert systems, which do
    not sound on the vessel and instead only alert the authorities
    on shore;
    the development of vessel security plans;
    a ship identification number to be permanently marked on a
    vessels hull;
    a continuous synopsis record kept onboard showing a
    vessels history, including the name of the ship and of the
    state whose flag the ship is entitled to fly, the date on which
    the ship was registered with that state, the ships
    identification number, the port at which the ship is registered
    and the name of the registered owner(s) and their registered
    address; and
    compliance with flag state security certification requirements.  non-U.S. vessels
  Risk of
    Loss and Insurance
           51




---



##### Table of Contents



52




---



##### Table of Contents



INDUSTRY
  THE
    REFINED PRODUCT AND DRY BULKSHIPPING INDUSTRIES
  All the information and data presented in this section,
    including the analysis of the various sectors of the refined
    product and dry bulk shipping industries has been provided by
    Drewry. Drewry has advised that the statistical and graphical
    information contained herein is drawn from its database and
    other sources. In connection therewith, Drewry has advised that:
    (a) certain information in Drewrys database is
    derived from estimates or subjective judgments; (b) the
    information in the databases of other maritime data collection
    agencies may differ from the information in Drewrys
    database; (c) while Drewry has taken reasonable care in the
    compilation of the statistical and graphical information and
    believes it to be accurate and correct, data compilation is
    subject to limited audit and validation procedures.
  Introduction
      World
    Seaborne Trade: 2000 and 2010
  Trade  Million Tons


CAGR(1)

    %


% Total Trade2000


2010


2000-10


2000


2010Liquid CargoCrude Oil


2,079



2,276



0.91



32.1



25.9Refined Petroleum Products


602



875



3.81



9.3



10.0Liquid Chemicals


128



214



5.28



2.0



2.4Liquefied Gases


168



261



4.54



2.6



3.0Total Liquid Cargo


2,977



3,627



1.99



46.0



41.3Total Dry Cargo


3,491



5,155



3.98



54.0



58.7Dry BulkCoal


539



915



5.43



8.3



10.4Iron Ore


489



1,004



7.46



7.6



11.4Grain


221



242



0.9



3.4



2.8Total Major Bulks


1,249



2,161



5.63



19.3



24.6Minor Bulks


901



1.018



1.23



13.9



11.6OtherContainer Cargo


620



1,366



8.21



9.6



15.6General Cargo


720



610



(16.4
)


11.1



6.9Total Seaborne Trade


6,468



8,782



3.11



100.0



100.0     (1)
    
    Compound annual growth rate.  Source: Drewry Research
   53




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##### Table of Contents



Oil
    Tanker Demand
      World GDP
    Growth: 2000 to 2010 (Percent
    change from previous period)
  
    Source: Drewry
    Research
  54




---



##### Table of Contents



World Oil
    Consumption: 1990  2010 (Million
    Barrels Per Day)
  
    (1) Provisional
  Source: Drewry
    Research
      World Oil
    Consumption by Region: 2000  2010 (Million
    Barrels Per Day)
  2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010North America


24.0



24.0



24.1



24.5



25.3



25.5



25.4



25.5



24.2



23.3



23.8Europe


15.1



15.3



15.3



15.4



15.6



15.5



15.5



15.3



15.4



14.5



14.3Pacific


8.6



8.7



8.6



8.7



8.5



8.6



8.5



8.4



8.1



7.7



7.7Total
    OECD(1)


47.7



48.0



48.0



48.6



49.4



49.6



49.4



49.2



47.7



45.5



45.7China


4.8



4.7



5.0



5.6



6.4



6.6



7.0



7.6



7.9



8.4



9.2Middle East


4.7



5.2



5.4



5.4



5.8



6.1



6.5



6.5



7.1



7.0



7.3Asia (excluding China)


7.3



7.6



7.9



8.1



8.6



8.8



8.9



9.5



9.7



10.0



10.3Africa


2.4



2.6



2.7



2.7



2.8



2.9



3.0



3.1



3.2



3.2



3.2Latin America


4.9



4.9



4.8



4.7



4.9



5.0



5.2



5.7



5.9



6.0



6.3FSU(2)


3.6



3.7



3.5



3.6



3.7



3.8



3.9



4.2



4.2



4.0



4.2Europe


0.7



0.8



0.7



0.7



0.7



0.7



0.7



0.8



0.7



0.7



0.7Total Non-OECD


28.4



29.5



30.0



30.8



32.9



33.9



35.2



37.4



38.7



39.3



41.2World Total


76.1



77.5



78.0



79.4



82.3



83.5



84.6



86.6



86.4



84.8



86.9     (1)
    
    Organisation for Economic
    Co-operation & Development; (2) Former Soviet
    Union  Source: Drewry
    Research  derived from industry sources
   55




---



##### Table of Contents



Regional
    Oil Consumption Growth Rates: 2000  2010 (CAGR 
    Percent)
  
    Source: Drewry
    Research
  Oil
    Consumption Per Capita: 2009 (Tons
    per Capita)
  
    Source: Drewry
    Research
 56




---



##### Table of Contents



World Oil
    Production: 2000 to 2010 (Million
    Barrels Per Day)
  
    (1) Former Soviet Union.
    (2) Provisional
  Source: Drewry
    Research
   57




---



##### Table of Contents



Oil
    Refinery Capacity
    Oil
    Refinery Throughput by Region:
    2000-2009 (Million
    Barrels Per Day)
  
    Source: Drewry
    Research
     58




---



##### Table of Contents



Oil
    Refinery Throughput by Region: Growth Rates
    2000-2009 (CAGR 
    Percent)
  
    Source: Drewry
    Research
  Oil
    Refinery Capacity by Region: Growth Rates
    2000-2009 (CAGR 
    Percent)
  
    Source: Drewry
    Research
     59




---



##### Table of Contents



World Oil
    Trades
      Seaborne
    Oil Trade Development: 2000 to 2010 (Million
    Tons)
  
    Source: Drewry
    Research
       60




---



##### Table of Contents



Oil
    Tanker Demand:
    2000-2010 (Million
    Tons/Billion Ton Miles)
  2000


2001


2002


2003


2004


2005


2006


2007


2008


2009


2010Seaborne Trade  Million TonsRefined Products


602



608



618



623



686



745



779



823



854



847



875Crude Oil


2,079



2,017



1,997



2,111



2,241



2,253



2,289



2,262



2,232



2,210



2,276Total Seaborne Trade


2,681



2,625



2,615



2,734



2,927



2,998



3,068



3,085



3,086



3,057



3,151Demand  Billion Ton MilesRefined Products


1,583



1,733



1,572



1,853



2,226



2,886



2,332



2,506



2,686



2,788



2,905Crude Oil


7,220



7,528



7,140



7,814



8,504



9,299



8,715



8,751



8,911



8,681



9,104Total Ton Mile Demand


8,803



9,261



8,712



9,667



10,730



12,185



11,047



11,257



11,597



11,469



12,009     Source: Drewry
    Research
      Refined
    Petroleum Products  Average Voyage Lengths (Nautical
    Miles)
  
    Source: Drewry
    Research
 61




---



##### Table of Contents



Major Seaborne Refined Products Trades
  
    Source: Drewry
    Research
  Oil
    Tanker Supply
      Category

Size Range  DwtHandy


10-49,999Panamax


50-79,999Aframax


80-119,999Suezmax


120-199,999VLCC


200,000 +     VLCCs,
 62




---



##### Table of Contents



Suezmax
  Aframax
  Panamax
  Handy
    Types of
    Product Tanker
    
    LR2(long range 2 tankers, with a product cargo carrying
    capacity in excess of 80,000 dwt. LR2 tankers typically operate
    on long-haul voyages, although port constraints limit their
    trading routes. LR2s generally trade on long-haul routes from
    the Middle East to Asia, Europe and the Gulf of Mexico or the
    Caribbean.
    LR1(long range 1 tankers), with an oil cargo carrying
    capacity of approximately 50,000 to 79,999 dwt. LR1 tankers are
    engaged in a range of product trades, generally from Europe to
    the United States, the Gulf of Mexico, or back. They also
    trade within the Mediterranean, or within Asia as well as
    between the Middle East and Asia.
    MR2(medium range 2 tankers), with an oil cargo carrying
    capacity of approximately 30,000 to 49,999 dwt. MR2 tankers are
    employed in shorter regional trades, mainly in North West
    Europe, the Caribbean, the Mediterranean and Asia. A typical
    cargo size would be between
    45-50,000
    tons.
    Handysize/MR1(medium range 1 tankers), with an
    oil-carrying capacity of 10,000 to 29,999 dwt. MR1 tankers trade
    on a variety of regional trade routes carrying refined petroleum
    products on trade routes not suitable for larger vessels. 63




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Product
    Tankers  Typical Deployment by Size
    Category
  
    (1) Middle East Gulf.
    (2) North Sea.
  Source: Drewry
    Research
    Oil
    Tanker Fleet  March 31, 2011
  TotalDeadweight

Number of

% of Fleet

Capacity

% of FleetSize Category

Tons

Vessels

(Number)

(Million Dwt)

(Dwt)VLCC

>200,000


548



18.0



166.1



43.6Suezmax

120,000-199,000


418



13.7



64.2



16.9Aframax

80,000-119,000


874



28.7



92.6



24.3Panamax

50,000-79,999


443



14.6



30.8



8.1Handymax/size

10,000-49,999


758



24.9



27.3



7.2Total




3,041



100.0
%


381.0



100.0
%     Source: Drewry
    Research
 64




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##### Table of Contents



Oil
    Tanker Fleet Development: 2000 to March 2011 (Million
    Dwt)
  
    Source: Drewry
    Research
  The
    Product Tanker Fleet
  lay-up
    World
    Product(1)

    Tanker Fleet 31, March 2011
  Total


% ofDeadweight

Number of


% of


Capacity


OrderbookSize Category

Tons

Vessels


Orderbook


(Million Dwt)


(Dwt)LR2

>80,000


40



18.9
%


4.5



33.4
%LR1

50,000-79,999


90



42.5
%


5.8



43.4
%MR2

25,000-49,999


66



31.1
%


2.9



21.5
%MR1

10,000-24,999


16



7.5
%


0.2



1.7
%Total




212



100.0
%


13.4



100.0
%     Source: Drewry Research
 65




---



##### Table of Contents



World
    Product Tanker Fleet Development: 2000 to
    2011(1)
  TotalEnd Period

No.

Size (000 Dwt)2000


878



30,7122001


866



30,5872002


829



29,6942003


785



28,8032004


833



31,9522005


882



35,2602006


926



38,5552007


976



42,4292008


1,038



46,3482009


1,115



51,7652010


1,207



65,417March
    2011(1)


1,193



65,700     (1)
    
    Through March 31, 2011  Source: Drewry
    Research
  Oil
    Tanker Deletions
     66




---



##### Table of Contents



Oil
    Tanker Scrapping:
    2000-2010 (000
    Dwt)
  
    Source: Drewry
    Research.
       67




---



##### Table of Contents



Product
    Tanker Fleet Age Profile
    World
    Product Tanker Fleet: Average Age: March 31, 2011
  World Product Tanker Fleet: AverageAverageDeadweight

AgeSize Category

Tons

(Years)LR2

>80,000


7.3LR1

50,000-79,999


5.5M R2

25,000-49,999


11.1M R1

10,000-24,999


16.4Fleet Average




9.8     Source: Drewry Maritime
    Research
    World
    Product Tanker Fleet: Age Profile, March 31,
    2011
  
    Source: Drewry
    Research
 68




---



##### Table of Contents



Oil
    Tanker Orderbook
  
  Oil
    Tanker Orderbook March 31, 2011
  TotalDeadweight

Number of

% of Fleet

Capacity

% of FleetSize Category

Tons

Vessels

(Number)

(Million Dwt)

(Dwt)VLCC

>200,000


179



32.7



56.3



33.9Suezmax

120,000-199,999


150



35.9



23.2



36.2Aframax

80,000-119,999


135



15.4



14.8



16.0Panamax

50,000-79,999


104



23.5



6.8



22.1Handy

10,000-49,9999


88



11.6



3.3



12.0Total




656



21.6
%


104.4



27.4
%     Source: Drewry
    Research
  Product
    Tanker Orderbook
    World
    Product Tanker Orderbook, March, 2010
  Deadweight

Number of

% of

Total Capacity

% ofSize Category

Tons

Vessels

Orderbook

(Million Dwt)

Orderbook (Dwt)LR2

>80,000


40



18.9
%


4.5



33.4
%LR1

50,000-79,999


90



42.5
%


5.8



43.4
%MR2

25,000-49,999


66



31.1
%


2.9



21.5
%MR1

10,000-24,999


16



7.5
%


0.2



1.7
%Total




212



100.0
%


13.4



100.0
%     Source: Drewry
    Research
  World
    Product Tanker Orderbook Delivery Schedule, March,
    2010
  2011

2012

2013

2014

TotalSize

No.

M Dwt

No.

M Dwt

No.

M Dwt

No.

M Dwt

No.

M Dwt10,000-24,999


14



0.2



2



0.0



0



0.0



0



0.0



16



0.225,000-49,999


41



1.8



22



1.0



3



0.1



0



0.0



66



2.950,000-79,999


49



3.4



25



1.4



16



1.0



0



0.0



90



5.880,000+


19



2.1



16



1.8



2



0.2



3



0.4



40



4.5Total


123



7.5



65



4.2



21



1.3



3



0.4



212



13.4     Source: Drewry
    Research
  Deliveries
    and Slippage
   69




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##### Table of Contents




    In the most recent new ordering spree, which peaked in early
    2008, shipowners were often quoted unrealistic delivery times by
    some of the less experienced and newly emerging shipyards.
    Delays in deliveries from these shipyards have been varied, but
    the evidence available suggests that slippage rates have been
    considerable, with some shipyards only delivering two-thirds of
    what they were due to deliver in 2009/2010.
    Financing is not in place for all of the tankers on order and in
    the current climate some owners will find it difficult to secure
    adequate funding.
    Orders have been placed at greenfield shipyards,
    some of which are also finding it difficult to secure funding
    for yard development. A greenfield yard is a shipyard with no
    prior experience in building vessels for international account.
    The current economic and financial crisis and the steep decline
    in shipping markets since 2009 may lead to further
    orderbook cancellations.  Product
    Tankers: Actual  v  Scheduled
    Deliveries
  Products10-25k

25-50k

50-80k

80k+

TotalNo.

Dwt

No.

Dwt

No.

Dwt

No.

Dwt

No

DwtActual Deliveries


9



131,334



49



2,312,512



37



2,692,001



24



2,675,138



119



7,810,9852009

Scheduled OB
    Deliveries(1)


13



156,786



63



2,785,009



53



3,707,883



36



4,036,625



165



10,686,303Slippage (% of O B)


31
%


16
%


22
%


17
%


30
%


27
%


33
%


34
%


28
%


27
%Actual Deliveries


12



172,695



31



1,449,508



32



2,148,660



15



1,708,882



90



5,479,7452010

Scheduled OB
    Deliveries(2)


13



173,857



55



2,389,278



40



2,633,562



26



2,826,084



134



8,022,781Slippage (%of OB)


8
%


1
%


44
%


39
%


20
%


18
%


42
%


40
%


33
%


32
%     (1)
    
    Based on Orderbook as of January
    2009; (2) Based on Orderbook as of January 2010  Source: Drewry Maritime
    Research
  The
    Product Tanker Freight Market
  Types of
    Charter
    
    A bareboat charterinvolves the use of a vessel usually
    over longer periods of time ranging up to several years. In this
    case, all voyage related costs, including vessel fuel, or
    bunker, and port dues as well as all vessel operating expenses,
    such as
    day-to-day
    operations, maintenance, crewing and insurance, transfer to the
    charterers account. The owner of the vessel receives
    monthly charter hire payments on a per day basis and is
    responsible only for the payment of capital costs related to the
    vessel.
    A time charterinvolves the use of the vessel, either for
    a number of months or years or for a trip between specific
    delivery and redelivery positions, known as a trip charter. The
    charterer pays all voyage related costs. The owner of the vessel
    receives semi-monthly charter hire payments on a per day basis
    and is responsible for the payment of all vessel operating
    expenses and capital costs of the vessel.
    A singleor spot voyage charterinvolves the
    carriage of a specific amount and type of cargo on a load-port
    to discharge-port basis, subject to various cargo handling
    terms. Most of these charters are of a single or spot voyage
    nature, as trading patterns do not encourage round voyage
    trading. The owner 70




---



##### Table of Contents



of the vessel receives one payment derived by multiplying the
    tons of cargo loaded on board by the agreed upon freight rate
    expressed on a per cargo ton basis. The owner is responsible for
    the payment of all expenses including voyage, operating and
    capital costs of the vessel.  
    A contract of affreightment, or COA, relates to
    the carriage of multiple cargoes over the same route and enables
    the COA holder to nominate different ships to perform individual
    voyages. Essentially, it constitutes a number of voyage charters
    to carry a specified amount of cargo during the term of the COA,
    which usually spans a number of years. All of the ships
    operating, voyage and capital costs are borne by the ship owner.
    The freight rate normally is agreed on a per cargo ton basis.  Freight
    Rates
  Worldscale
         71




---



##### Table of Contents



Oil
    Tanker One Year Time Charter Rates:
    2000-2011 (US$/Day
    Period Averages)
  Size Category

Handysize

Handymax

Aframax

Suezmax

VLCCDWT


30,000



45,000



90-95,000



150,000



280,0002000


12,454



13,958



18,854



27,042



35,2502001


15,583



17,563



23,125



30,500



37,9582002


11,417



13,288



16,896



17,750



23,4582003


13,267



14,846



19,146



26,104



33,6042004


15,629



19,029



29,500



37,875



53,9002005


18,854



25,271



35,021



42,292



60,1252006


21,417



26,792



35,233



42,667



55,9922007


22,000



24,500



33,143



43,042



53,3332008


21,438



23,092



34,708



46,917



74,6622009


13,675



14,850



19,663



27,825



38,5332010


11,000



12,388



18,571



25,967



36,083March 2011


12,000



13,000



16,000



21,000



29,000     Source: Drewry
    Research
    Product
    Tanker Spot Charter Rates:
    2000-2011 (US$/Day 
    Period Averages)
  Arabian Gulf  Japan

Caribbean  USES(1),(2)

Mediterranean-NW Europe(50,000-60,000 Dwct*)

(35,000-40,000 Dwct*)

(25,000-35,000 Dwct*)Routes

WS(3)

($/day)TCE(4)

WS

($/day)TCE

WS

($/day)TCE2000


237



24,390



276



14,415



234



10,7502001


249



32,835



267



18,040



260



14,6252002


152



16,515



182



10,100



185



8,6102003


218



25,390



270



17,240



238



14,9752004


251



31,800



337



24,000



304



14,8002005


276



37,675



272



23,925



297



11,9252006


214



26,525



233



21,575



259



7,6002007


181



24,150



203



22,000



242



17,7752008


250



34,600



234



23,400



287



21,3252009


93



14,050



93



9,450



114



6,2752010


133



12,658



141



10,958March 2011


122



4,200



190



14,900     *
    
    dwct refers to the cargo parcel
    size and in the case of a fully loaded ship is normally
    equivalent to approximately 97% of the vessels deadweight.  (1) 25,000-35,000 dwct prior to
    January 2005.
  (2) United States Eastern Seaboard.
  (3) Worldscale.
  (4) Time Charter Equivalent.
  Source: Drewry
    Research
 72




---



##### Table of Contents



Product
    Tanker One Year Time Charter Rates:
    2000-2011 (US$/Day 
    Period Averages)
  MR1

MR2

LR130,000

45,000

75,000(1)Size Category Dwt

(5-Years Old)

(5-Years Old)

(5-Years Old)2000


12,454



13,958



17,2842001


15,583



17,563



22,0642002


11,417



13,288



16,6772003


13,267



14,846



15,8912004


15,629



19,029



24,4852005


18,854



25,271



28,9332006


21,417



26,792



29,1002007


22,200



24,500



30,4082008


21,438



23,092



28,5252009


13,675



14,850



18,6172010


11,000



12,388



16,333March 2011


12,000



13,000



14,500     (1) 70-75,000
    Dwt prior to 2007
  Source: Drewry
    Research
  Vessel
    Values
  Newbuilding
    Prices
     73




---



##### Table of Contents



Oil
    Tanker Newbuilding Prices:
    2000-2011(1)
 (US$
    Million)
  
    (1) Through March, 2011
  Source: Drewry
    Research
    Product
    Tanker(1)

    Newbuilding Prices:
    2000-2011 (US$
    Million  Period Averages)
  SizeCategory


MR1


MR2


LR1Year

Dwt


30,000


50,000(2)


75,000(2)2000






n/a



28.4



33.22001






n/a



29.8



35.82002






n/a



26.3



31.12003






26.3



28.3



32.32004






32.5



35.4



38.92005






36.9



41.8



43.62006






40.0



46.8



48.02007






41.9



49.5



56.02008






44.8



52.1



63.62009






34.8



40.3



47.52010






31.6



36.0



44.7March 2011






31.5



36.3



44.7     (1) Coated tankers.
  (2) 45,000-50,000 Dwt prior to
    2008; 70,000-75,000 Dwt prior to 2008
  Source: Drewry
    Research
 74




---



##### Table of Contents



Secondhand
    Prices
        Oil
    Tanker Secondhand Prices  5 Year Old Vessels:
    2000-2011(1) (US$
    Million)
  
    (1) Through March, 2011
  Source: Drewry
    Research
  five-year-old
 75




---



##### Table of Contents



Product
    Tanker(1)Secondhand

    Prices:
    2000-2011 (US$
    Million 
    Five-Year-Old
    Tankers  Period Averages)
  MR1(2)

MR2*

LR1*Size Category Dwt

30,000(1)

45,000(3)

70,000(4)2000


16.9



22.0



30.12001


17.0



25.6



33.22002


15.5



21.8



26.52003


21.8



25.4



27.72004


29.9



34.8



36.32005


36.6



44.3



45.92006


37.6



47.1



47.92007


40.4



50.0



54.82008


42.5



51.0



58.02009


26.2



30.2



35.82010


23.0



26.4



37.2March 2011


22.5



28.0



37.0     (1) Coated Tankers
  (2) 35,000-40,000 dwt prior to
    2007
  (3) 45,000-50,000 dwt prior to
    2007
  (4) 70,000-75,000 dwt prior to
    2007
  Source: Drewry
    Research
  Regulations
      1970s-built
 76




---



##### Table of Contents



77




---



##### Table of Contents



International
    Tanker Regulations
  Regulation

Introduced

FeaturesOPA

1990

Single-hull ships banned by 2010 in the U.S.Double-sided and double-bottom ships banned by 2015.IMO MARPOL Regulations 13G & 13H

Latest
    amendment in
    2003

Newbuildings must be double-hull.Phase out of pre-MARPOL tankers as of 2005. Remaining
    single-hull tankers phased out by 2010 or 2015, depending on
    port and flag states.Single-hull ships over 15 years subject to Conditional
    Assessment Scheme.Single-hull tankers banned from carrying heavy oil grades as of
    2005, or as of 2008 for tankers between 600-5,000 dwt.EU 417/2002

1999

25-year-old single-hull ships to cease trading as of 2007 unless
    they apply hydrostatic balance methods or segregated ballast
    tanks.Single-hull tankers fitted with segregated ballast tanks phased
    out by 2015.EU 1723/2003

2003

Pre-MARPOL single-hull tankers banned after 2005. Remaining
    single-hull vessels banned as of 2010.Single-hull tankers banned from carrying heavy oil grades by
    2003.MARPOL Annex II, International Bulk Chemical Code (IBC)

2004

Beginning January 1, 2007, vegetable oils which were previously
    categorized as being unrestricted will now be required to be
    carried in IMO II chemical tankers or certain IMO III tankers
    that meet the environmental protection requirements of an IMO II
    tanker with regard to hull type (double hull) and cargo tank
    location.     Source: Drewry
    Research
     78




---



##### Table of Contents



The Dry
    Bulk Shipping Industry
  Introduction
    World
    Seaborne Trade  2010 (8.78
    Billion Tons)(PIE CHART)
    Source: Drewry
    Research
   79




---



##### Table of Contents



Dry Bulk
    Seaborne Trade  2010 (3.18
    Billion Tons)
  
    Source: Drewry
    Research
  Major Dry
    Bulk Seaborne Trades
  
    Source: Drewry
    Research
  Dry Bulk
    Shipping Demand
   80




---



##### Table of Contents



Dry Bulk
    Trade Development: 2000 to 2010 (Million
    Tons)
  
    Source: Drewry
    Research
  ton-miles,
  Real GDP
    Growth: 2000 to 2010 (%
    change previous period)
  GDP

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010(1)Global Economy


4.8



2.4



3.0



4.1



5.3



4.4



4.9



5.0



2.8



(0.9
)


4.9USA


3.8



0.3



1.6



2.7



3.9



3.1



2.7



2.1



0.4



(2.6
)


2.9Europe


3.4



1.7



1.1



1.1



2.1



1.8



3.1



2.7



0.5



(4.0
)


1.7Japan


2.8



0.4



(0.3
)


1.8



2.7



1.9



2.0



2.4



(1.2
)


(6.3
)


4.4China


8.0



7.5



8.3



10.0



10.1



10.4



11.6



13.0



9.6



9.1



10.2India


5.1



4.4



4.7



7.4



7.0



9.1



9.9



9.3



7.5



6.7



8.6     (1) Provisional
  Source: Drewry
    Research
  2000-2009,
 81




---



##### Table of Contents



Dry Bulk
    Trade*  Growth Rates by Period (CAGR 
    Percent)
  
    * Based on tons
  Source: Drewry
    Research
    Dry Bulk
    Seaborne Trade: 2000 to 2010 (Million
    Tons)
  2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010Coal


539



587



590



619



650



675



769



833



830



784



915Iron Ore


489



503



544



580



644



715



759



823



886



959



1,004Grain


221



213



210



211



208



212



221



228



235



209



242Minor Bulks


901



890



900



957



918



895



927



960



975



969



1,015Total


2,150



2,193



2,244



2,367



2,420



2,497



2,676



2,844



2,929



2,921



3,179     Source: Drewry
    Research
  Coal
     82




---



##### Table of Contents



Coal
    Imports: 2002 to 2011 (Thousand
    Tons)(GRAPH)
    Source: Drewry
    Research
  Iron
    Ore
   83




---



##### Table of Contents



Iron Ore
    Imports: 2000 to 2011 (Thousand
    Tons)
  
    Source: Drewry
    Research
      Grains
       84




---



##### Table of Contents



Minor
    Dry Bulks
    Dry Bulk
    Carrier Demand
    ton-miles, ton-mile ton-miles,
  Dry Bulk
    Vessel
    Demand(1):

    2000 to 2010 (Billion
    Ton-Miles)
  2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010Coal


2,831



3,082



3,115



3,250



3,412



3,544



4,073



4,500



4,566



4,101



4,854Iron Ore


2,690



2,766



2,990



3,193



3,525



3,899



4,098



4,936



5,438



6,231



6,731Grain


1,161



1,118



1,103



1,108



1,089



1,113



1,161



1,196



1,243



1,109



1,310Minor Bulks


4,469



4,411



4,481



4,714



5,036



4,924



5,097



5,327



5,411



5,296



5,529Total


11,150



11,378



11,688



12,264



13,063



13,480



14,429



15,959



16,658



16,735



18,424     (1) Excludes coastal trade
  Source: Drewry
    Research
    Seasonality
    Dry Bulk
    Carrier Supply
   85




---



##### Table of Contents



Dry Bulk
    Vessel Types and Sizes
  Category

Size Range  DwtHandysize


10-39,999Handymax/Supramax


40-59,999Panamax


60-79,999Post Panamax


80-109,999Capesize


110-199,999VLOC


200,000 +   
    Handysize.  Handysize vessels have a
    carrying capacity of up to 39,999 dwt. These vessels are
    primarily involved in carrying minor bulk cargoes. Increasingly,
    vessels of this type operate on regional trading routes, and may
    serve as trans-shipment feeders for larger vessels. Handysize
    vessels are well suited for small ports with length and draft
    restrictions. Their cargo gear enables them to service ports
    lacking the infrastructure for cargo loading and unloading.
    Handymax/Supramax.  Handymax vessels
    have a carrying capacity of between 40,000 and 59,999 dwt. These
    vessels operate on a large number of geographically dispersed
    global trade routes, carrying primarily iron ore, coal, grains
    and minor bulks. Within the Handymax category there is also a
    sub-sector
    known as Supramax.Supramax bulk vessels are
    vessels between 50,000 to 59,999 dwt, normally offering cargo
    loading and unloading flexibility with on-board cranes, while at
    the same time possessing the cargo carrying capability
    approaching conventional Panamax bulk vessels. Hence, the
    earnings potential of a Supramax dry bulk vessel, when compared
    to a conventional Handymax vessel of 45,000 dwt, is greater.
    Panamax.  Panamax vessels have a
    carrying capacity of between 60,000 and 79,999 dwt. These
    vessels carry coal, grains, and, to a lesser extent, minor
    bulks, including steel products, forest products and
    fertilizers. Panamax vessels are able to pass through the Panama
    Canal, making them more versatile than larger vessels.
    Post Panamax.  (sometimes known as
    Kamsarmax). Post Panamax vessels typically have a carrying
    capacity of between 80,000 and 109,999 dwt. These vessels tend
    to be shallower and have a larger beam than a standard Panamax
    vessel with a higher cubic capacity. They have been designed
    specifically for loading high cubic cargoes from draught
    restricted ports. This type of vessel cannot transit the Panama
    Canal. The term Kamsarmax stems from Port Kamsar in Guinea,
    where large quantities of bauxite are exported from a port with
    only 13.5 meter draught and a 229 meter length overall
    restriction, but no beam restriction.
    Capesize.  Capesize vessels have
    carrying capacities of between 110,000 and 199,999 dwt. Only the
    largest ports around the world possess the infrastructure to
    accommodate vessels of this size. Capesize vessels are mainly
    used to transport iron ore or coal and, to a lesser extent,
    grains, primarily on long-haul routes.
    VLOC.  Very large ore carriers are in
    excess of 200,000 dwt and are a comparatively new sector of the
    dry bulk vessel fleet. VLOCs are built to exploit economies of
    scale on long-haul iron ore routes. 86




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##### Table of Contents



Dry Bulk
    Vessels: Indicative Deployment by Size Category
  PostPanamax/Cargo Type

Handysize

Handymax

Supramax

Panamax

Kamsarmax

Capesize

VLOCIron Ore


X



















X



XCoal


X







X



X



X



X



XGrains


X



X



X



X



XAlumina, Bauxite


X



X



X



X



XSteel Products


X



X



X



X



XForest Products


X



X



XFertilizers


X



X



XMinerals


X



X



XMinor Bulks-Other


X



X     Source: Drewry
    Research
  laying-up
    Dry Bulk
    Fleet: March 31, 2011
  Deadweight

Number of

% of Total Fleet

Total Capacity

% of Total FleetSize Category

(Tons)

Vessels

(No)

(Million Dwt)

(Dwt)Handysize


10-39,999



3,020



36.6



82.2



15.1Handymax


40-59,999



2,207



26.8



114.4



20.4Panamax


60-79,999



1,432



17.3



102.5



18.8Post Panamax


80-109,999



430



5.2



37.8



6.9Capesize


110-199,999



965



11.7



162.6



29.8VLOC


200,000+



202



2.4



49.0



9.0Total






8,248



100.0



545.5



100.0     Source: Drewry
    Research
   87




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##### Table of Contents



Dry Bulk
    Vessel Fleet Age Profile: December 31, 2010 (Millions
    of Dwt & No. of Vessels)
  
    Source: Drewry
    Research
      Dry Bulk
    Vessel Orderbook: March 31, 2011
  2011

2012

2013

2014

2015+

Total

% ofSize

No.

Dwt

No.

Dwt

No.

Dwt

No.

Dwt

No.

Dwt

No.

Dwt

fleet10-40,000


456



14,326



265



8,829



62



2,127



9



303



0



0



792



25,585



31.1
%40-60,000


384



21,448



287



15,766



117



6,263



20



1,091



0



0



808



44,568



40.0
%60-80,000


116



8,446



121



8,761



68



4,865



4



299



0



0



309



22,370



21.8
%80-110,000


261



22,654



291



24,466



74



6,352



23



2,143



3



301



652



55,917



147.8
%110-200,000


236



39,575



147



24,305



41



6,893



0



0



0



0



424



70,773



43.5
%200,000+


57



16,517



84



21,839



35



8,606



13



3,520



0



0



189



50,482



103.0Total


1,510



122,966



1,195



103,966



397



35,106



69



7,356



3



301



3,174



269,695



49.4
%     Source: Drewry
    Research
  Deliveries &
    Slippage
   88




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##### Table of Contents



Dry Bulk
    Vessel Orderbook  By Place of Build: March 31,
    2011
  
    Source: Drewry
    Research
    
    In the most recent new ordering spree, which peaked in early
    2008, shipowners were quoted unrealistic delivery times by some
    of the less experienced and new emerging shipyards.
    The current economic and financial crisis and the steep
    depression in shipping markets generally may lead to further
    orderbook cancellations. A significant number of dry bulk vessel
    orders have been cancelled since the crisis began in the second
    half of 2008.
    Financing is not in place for all of the vessels on order and in
    the current climate some owners will find it difficult to secure
    adequate funding.
    Orders have been placed at greenfield shipyards,
    some of which are also finding it difficult to secure funding
    for yard development.
    Even before the crisis, the less experienced shipyards were
    experiencing delays in deliveries.   89




---



##### Table of Contents



Vessel
    Scrapping
    Dry Bulk
    Vessel Scrapping: 2000 to 2010 (000
    Dwt)
  
    Source: Drewry
    Research
  The
    Freight Market
    
    Time Charter.  A charter under which the
    vessel owner is paid charterhire on a
    per-day
    basis for a specified period of time. Typically, the shipowner
    receives semi-monthly charterhire payments on a
    U.S. dollar-per-day
    basis and is responsible for providing the crew and paying
    vessel operating expenses while the charterer is responsible for
    paying the voyage expenses and additional voyage insurance.
    Under time charters, including trip time charters, the charterer
    pays voyage expenses such as port, canal and fuel costs and
    bunkers.
    Trip Charter.  A time charter for a trip
    to carry a specific cargo from a load port to a discharge port
    at a set daily rate.
    Voyage Charter.  A voyage charter
    involves the carriage of a specific amount and type of cargo on
    a load
    port-to-discharge
    port basis, subject to various cargo handling terms. Most of
    these charters are of a single voyage nature, as trading
    patterns do not encourage round voyage trading. The owner of the
    vessel receives one payment derived by multiplying the tonnage
    of cargo loaded on board by the agreed upon freight rate
    expressed on a
    U.S. dollar-per-ton
    basis. The owner is responsible for the payment of all voyage
    and operating expenses, as well as the capital costs of the
    vessel.
    Spot Charter.  A spot charter generally
    refers to a voyage charter or a trip charter, which generally
    last from 10 days to three months. Under both types of spot
    charters, the shipowner would pay for 90




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##### Table of Contents



vessel operating expenses, which include crew costs, provisions,
    deck and engine stores, lubricating oil, insurance, maintenance
    and repairs and for commissions on gross revenues. The shipowner
    would also be responsible for each vessels intermediate
    and special survey costs.  
    Contract of Affreightment.  A contract
    of affreightment, or CoA, relates to the carriage of multiple
    cargoes over the same route and enables the CoA holder to
    nominate different vessels to perform the individual voyages.
    Essentially, it constitutes a series of voyage charters to carry
    a specified amount of cargo during the term of the CoA, which
    usually spans a number of years. The entire vessels
    operating expenses, voyage expenses and capital costs are borne
    by the shipowner. Freight normally is agreed on a
    U.S. dollar-per-ton
    basis.
    Bareboat Charter.  A bareboat charter
    involves the use of a vessel usually over longer periods of time
    ranging over several years. In this case, all voyage related
    costs, mainly vessel fuel and port dues, as well as all vessel
    operating expenses, such as
    day-to-day
    operations, maintenance, crewing and insurance, are for the
    charterers account. The owner of the vessel receives
    monthly charter hire payments on a U.S. dollar per day
    basis and is responsible only for the payment of capital costs
    related to the vessel. A bareboat charter is also known as a
    demise charter or a time charter by
    demise.  Charter
    Rates
     91




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##### Table of Contents



Baltic
    Exchange Freight Indices: 2000 to 2010 (Index
    Points)
  
    * The Baltic Supramax Index
    (BSI) is included from January 7, 2005, the date of its
    initial calculation.
  Source: Baltic
    Exchange
    12-month
   92




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##### Table of Contents



One Year
    Time Charter Rates: 2000 to 2011 (U.S.
    Dollars per Day)
  
    Source: Drewry
    Research
    Dry Bulk
    Vessels  One Year Time Charter Rates (Period
    Averages) (U.S.
    Dollars per Day)
  Handysize

Supramax

Panamax

Capesize

VLOC28,000 Dwt

55,000 Dwt

75,000 Dwt

170,000 Dwt

200,000 Dwt+10 Years Old

5 Years Old

5 Years Old

5 Years Old

5 Years Old2000


7,371



9,433



11,063



18,021



n/a2001


5,629



8,472



9,543



14,431



n/a2002


4,829



7,442



9,102



13,608



n/a2003


8,289



13,736



17,781



30,021



n/a2004


14,413



31,313



36,708



55,917



n/a2005


12,021



23,038



27,854



49,333



54,3302006


12,558



21,800



22,475



45,646



50,6502007


23,021



43,946



52,229



102,875



107,9202008


24,110



48,310



56,480



116,180



119,2402009


9,425



15,179



19,650



35,285



30,9502010


14,025



20,779



25,317



40,308



38,955March 2011


13,000



15,500



16,750



18,000



18,500     Source: Drewry
    Research
 93




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##### Table of Contents



Newbuilding
    Prices
      Dry Bulk
    Vessel Newbuilding Prices: 2000 to 2011 (Million
    U.S. Dollars)
  
    Source: Drewry
    Research
  Secondhand
    Prices
     94




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##### Table of Contents



Dry Bulk
    Vessel Secondhand Prices: 2000 to 2011
  5 Year
    Old
    Vessels(1)
 (Million
    U.S. Dollars)
  
    (1) Handysize vessel is
    10 years old
  Source: Drewry Maritime
    Research
  C.
    Organizational
    Structure    D.
    Properties,
    Plants and Equipment    Item 4A.
    Unresolved
    Staff Comments    Item 5.
    Operating
    and Financial Review and Prospects   95




---



##### Table of Contents



Recent
    Developments
          Overview
  General
  (30) 213-014-8600.
       96




---



##### Table of Contents




    Brought in-house commercial, operational and technical
    management with highly qualified and experienced personnel;
    Exited the container sector;
    Completed the divestiture of all of the underperforming and
    unprofitable tanker vessels that existed prior to the
    recapitalization;
    Implemented a newbuilding program;
    Doubled our fleet size from 11 to 22 vessels;
    Diversified both our vessel and charter mix to limit our
    exposure to market cycles, while positioning ourselves to take
    advantage of market upswings;
    Focused on creating an advantageous blend of product tanker and
    dry bulk vessels; and
    Created a scalable platform to support future growth.  A.
    Operating
    results    Going
    Concern
    and/or
     97




---



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and/or
  and/or
      Important
    Factors to Consider When Evaluating Our Historical and Future
    Results of Operations
  Charters
   98




---



##### Table of Contents




    Market exposure:  We manage the size and
    composition of our fleet by chartering our owned vessels to
    international charterers. In order to diversify our market risk,
    we attempt to achieve an appropriate balance of the composition
    of our vessels between wet and dry vessels.
    Available days:  Available days are the total
    number of days a vessel is controlled by a company less the
    aggregate number of days that the vessel is off-hire due to
    scheduled repairs or repairs under guarantee, vessel upgrades or
    special surveys. The shipping industry uses available days to
    measure the number of days in a period during which vessels
    should be capable of generating revenues.
    Operating days:  Operating days are the number
    of available days in a period less the aggregate number of days
    that the vessels are off-hire due to any reason, including lack
    of demand or unforeseen circumstances. The shipping industry
    uses operating days to measure the aggregate number of days in a
    period during which vessels actually generate revenues.
    Fleet utilization:  Fleet utilization is
    obtained by dividing the number of operating days during a
    period by the number of available days during the period for the
    core vessels. The shipping industry uses fleet utilization to
    measure a companys efficiency in finding suitable
    employment for its vessels and minimizing the amount of days
    that its vessels are off-hire for reasons other than scheduled
    repairs or repairs under guarantee, vessel upgrades, special
    surveys or vessel positioning.
    Equivalent vessels:  Equivalent vessels is
    equal to the available days of the fleet divided by the number
    of the calendar days in the respective period.
    TCE rates:  Time Charter Equivalent, or TCE,
    rates are defined as voyage, time charter and bareboat revenues,
    less voyage expenses and commissions during a period, divided by
    the number of available days during the period. The TCE rate is
    a standard shipping industry performance measure used primarily
    to compare daily earnings generated by vessels on time charters
    with daily earnings generated by vessels on voyage charters,
    because charter hire rates for vessels on voyage charters are
    generally not expressed in per day amounts, while charter rates
    for vessels on time charters generally are expressed in such
    amounts. The Newlead Compass was employed on bareboat charter
    during 2010 until December 20, 2010 and during the years
    ended December 31, 2009 and 2008. The Newlead Compassion
    was employed on bareboat charter up to June 10, 2010, and
    during the years ended December 31, 2009 and 2008.
    Accordingly, the Newlead Compass and the Newlead
    Compassions charter rates have been grossed up to reflect
    a TCE rate of approximately $24,933 per day, assuming operating
    costs of $6,700 per day, for fiscal year ended December 31,
    2010, and for the periods from January 1, 2009 to
    October 13, 2009 and October 14, 2009 to
    December 31, 2009, and for the year ended December 31,
    2008, as applicable. 99




---



##### Table of Contents



Successor



PredecessorJanuary 1 to


October 14 to



January 1 to


Year EndedDecember 31,


December 31,



October 13,


December 31,2010


2009



2009


2008Available Days


5,722



824




2,285



3,294Operating Days


4,963



682




1,874



3,029Fleet utilization excluding non-core vessels


92.9
%


90.6
%



97.1
%


99.2
%Fleet utilization dry sector


96.7
%


97.5
%







Fleet utilization wet sector


87.5
%


76.8
%



82.0
%


92.0
%Equivalent vessels


15.7



10.4




8.0



9.0Time Charter Equivalent Rate

$
14,942


$
12,466



$
12,277


$
16,518Direct daily vessel operating
    expenses(1)

$
7,091


$
8,665



$
9,916


$
8,276     (1)
    
    Direct daily vessel operating
    expenses are defined as the sum of the vessel operating
    expenses, excluding provision for claims, and management fees,
    divided by the vessels calendar days. This has been adjusted to
    exclude the calendar days with respect to the Newlead Compass
    and the Newlead Compassion, during their employment on bareboat
    charters.  Principal
    Factors that Affect Our Business
    
    charter rates and periods of charter hire;
    vessel operating expenses and voyage costs, which are incurred
    in both U.S. dollars and other currencies, primarily
    Etururos;
    depreciation expenses, which are a function of the cost of our
    vessels, significant vessel improvement costs and our
    vessels estimated useful lives; and
    financing costs related to our indebtedness.    Revenues
    
    the duration of the charters;
    the level of spot market rates at the time of charter;
    decisions relating to vessel acquisitions and disposals;
    the amount of time spent positioning vessels; 100




---



##### Table of Contents




    the amount of time that vessels spend in dry-dock undergoing
    repairs and upgrades;
    the age, condition and specifications of the vessels; and
    the aggregate level of supply and demand in the dry bulk
    shipping industry.    Commissions
    Voyage
    Expenses
    General
    and Administrative Expenses
    Vessel
    Operating Expenses
        Depreciation
    Amortization
    of Special Survey and Dry-docking Costs
   101




---



##### Table of Contents



Interest
    and Finance Expenses
    Change
    in Fair Value of Derivatives
    Foreign
    Exchange Rates
    Critical
    Accounting Policies
       102




---



##### Table of Contents



Use of
    estimates
  and/or
  Vessels
    and Other Fixed Assets, net:
          Impairment
    of Long-lived Assets
     103




---



##### Table of Contents



Deferred
    Dry-docking and Special Survey Costs
      Share-based
    compensation
    Trade
    Receivables, net and Other Receivables
   104




---



##### Table of Contents



Revenue
    Recognition
      Voyage Charters
  Time Charters,
  Bareboat Charters,
    Fair
    Value of Financial Instruments
        ASC 815-10-15
  ASC 815-10-15
 105




---



##### Table of Contents



Purchase
    of Vessels
    Goodwill
        Results
    of Continuing Operations
  Year
    Ended December 31, 2010 and Year Ended December 31,
    2009
   106




---



##### Table of Contents



Successor



PredecessorYear Ended


October 14, to



January 1, toDecember 31,


December 31,



October 13,2010


2009



2009OPERATING REVENUES

$
102,733


$
14,096



$
33,564EXPENSES:Commissions


(2,345
)


(407
)



(769
)Voyage expenses


(18,793
)


(4,634
)



(8,574
)Vessel operating expenses


(39,219
)


(6,530
)



(22,681
)General and administrative expenses


(15,592
)


(12,025
)



(8,366
)Depreciation and amortization expenses


(39,558
)


(4,844
)



(11,813
)Impairment losses


(39,515
)







(68,042
)Loss on sale from vessels, net


(1,560
)







Management fees


(1,007
)


(315
)



(900
)(157,589
)


(28,755
)



(121,145
)Operating loss from continuing operations


(54,856
)


(14,659
)



(87,581
)OTHER (EXPENSES)/INCOME, NET:Interest and finance expense


(44,899
)


(23,996
)



(10,928
)Interest income


550



236




9Other (expense)/income, net


(5
)







40Change in fair value of derivatives


1,592



2,554




3,012Total other expenses, net


(42,762
)


(21,206
)



(7,867
)Loss from continuing operations


(97,618
)


(35,865
)



(95,448
)Gain/(loss) from discontinued operations


2,769



(2,007
)



(30,316
)Net loss

$
(94,849
)

$
(37,872
)



(125,764
)(Loss)/income per share:Basic and dilutedContinuing operations

$
(14.03
)

$
(6.42
)


$
(39.84
)Discontinued operations

$
0.40


$
(0.36
)


$
(12.65
)Total

$
(13.63
)

$
(6.78
)


$
(52.49
)Weighted average number of shares:Basic and diluted


6,958,903



5,588,937




2,395,858   Revenues
   107




---



##### Table of Contents



Commissions
    Voyage
    Expenses
    Vessel
    Operating Expenses
    General
    and Administrative Expenses
   108




---



##### Table of Contents



Depreciation
    and Amortization
    Impairment
    Losses
    Loss
    on sale from vessels, net
    Management
    Fees
    Interest
    and Finance Expense/Interest Income
   109




---



##### Table of Contents



Change
    in Fair Value of Derivatives
    Net
    Loss
      Year
    Ended December 31, 2009 and Year Ended December 31,
    2008
     110




---



##### Table of Contents



Successor



PredecessorOctober 14,



January 1,2009 to



2009 to


Year EndedDecember 31,



October 31,


December 31,2009



2009


2008(Audited)



(Audited)


(Audited)(Expressed in thousands of U.S. dollars)Operating revenues

$
14,096



$
33,564


$
56,519Commissions


(407
)



(769
)


(689
)Voyage expenses


(4,634
)



(8,574
)


(6,323
)Vessel operating expenses


(6,530
)



(22,681
)


(19,798
)General and administrative expenses


(12,025
)



(8,366
)


(7,816
)Depreciation and amortization expenses


(4,844
)



(11,813
)


(15,040
)Impairment loss







(68,042
)


Management fees


(315
)



(900
)


(1,404
)(28,755
)



(121,145
)


(51,070
)Operating (loss)/income


(14,659
)



(87,581
)


5,449Interest and finance expenses, net


(23,996
)



(10,928
)


(15,741
)Interest income


236




9



232Other income, net







40



2Change in fair value of derivatives


2,554




3,012



(6,515
)Loss from continuing operations


(35,865
)



(95,448
)


(16,573
)Loss from discontinued operations


(2,007
)



(30,316
)


(23,255
)Net loss

$
(37,872
)


$
(125,764
)

$
(39,828
)(Loss)/income per shareBasic and dilutedContinuing operations

$
(6.42
)


$
(39.84
)

$
(6.94
)Discontinued operations

$
(0.36
)


$
(12.65
)

$
(9.75
)Total

$
(6.78
)


$
(52.49
)

$
(16.69
)Weighted average number of sharesBasic and diluted


5,588,937




2,395,858



2,386,182   Revenues
   111




---



##### Table of Contents



Commissions
    Voyage
    Expenses
    Vessel
    operating expenses
    General
    and Administrative Expenses
    Depreciation
    and Amortization
   112




---



##### Table of Contents



Impairment
    Loss
    Management
    Fees
    Interest
    and Finance Expense
    Change
    in Fair Value of Derivatives
    Net
    Loss
   113




---



##### Table of Contents



Liquidity
    and Capital Resources
  Overview
    and/or
   114




---



##### Table of Contents



Successor



PredecessorYear Ended


October 14, to



January 1, to


Year EndedDecember 31,


December 31,



October 13,


December 31,2010


2009



2009


2008Net cash (used in)/provided by operating activities

$
(9,685
)

$
(5,869
)


$
(10,557
)

$
2,901Net cash (used in)/provided by investing activities


(22,189
)







2,216



61,083Net cash (used in)/provided by financing activities


(6,850
)


112,124




4,332



(72,419
)Net (decrease)/increase in cash and cash equivalents


(38,724
)


106,255




(4,009
)


(8,435
)Cash and cash equivalents, beginning of year/period


106,255








4,009



12,444Cash and cash equivalents, end of year/period

$
67,531


$
106,255



$



$
4,009   Cash
    Flows
  Net cash
    (used in)/provided by operating activities
     115




---



##### Table of Contents



Net
    cash (used in)/provided by investing activities
      Net
    cash (used in)/provided by financing activities
    Indebtedness
   116




---



##### Table of Contents



Recapitalization
            
    1.75% if our total shareholders equity divided by our
    total assets, adjusting the book value of our fleet to its
    market value, is equal to or greater than 50%;
    2.75% if our total shareholders equity divided by our
    total assets, adjusting the book value of our fleet to its
    market value, is equal to or greater than 27.5% but less than
    50%; and
    3.25% if our total shareholders equity divided by our
    total assets, adjusting the book value of our fleet to its
    market value, is less than 27.5%.   117




---



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
    our shareholders equity as a percentage of our total
    assets, adjusting the book value of our fleet to its market
    value, must be no less than:      
    we must maintain, on a consolidated basis on each financial
    quarter, working capital (as defined in the loan facility) of
    not less than zero dollars ($0);
    we must maintain a minimum liquidity equal to at least 5% of the
    outstanding loan;
    the ratio of EBITDA (earnings before interest, taxes,
    depreciation and amortization) to interest payable must be no
    less than;         118




---



##### Table of Contents




    The BCF was valued at $100.5 million and is amortized over
    the life of the 7% Notes as interest expense. The BCF
    represents the difference between the conversion price of the
    7% Notes ($9.00) and the market price of our common shares
    at the date of issuance ($15.24), multiplied by
    16.1 million shares, assuming full conversion of the
    initial $145.0 million of 7% Notes. Assuming no
    further conversions of the remaining $125.0 million of
    7% Notes, the annual BCF amortization will be
    $14.4 million annually; and
    The Make Whole Fundamental Change was valued at $31,301 relating
    to an additional benefit of 10% of additional shares that the
    holders can potentially acquire when converting the
    7% Notes under certain circumstances. This is also
    amortized over the life of the 7% Notes as an interest
    expense.    Dropdown
    of six vessels and commercial/technical management
    companies
     119




---



##### Table of Contents



120




---



##### Table of Contents



Newbuilding
    program
     121




---



##### Table of Contents



Five
    vessel acquisition
       122




---



##### Table of Contents



123




---



##### Table of Contents



Sale
    and leaseback transactions
   124




---



##### Table of Contents



30-day 30-day
    New
    Marfin Revolving Credit Facility
   125




---



##### Table of Contents



New
    FBB Credit Facility
    EBITDA
    and adjusted EBITDA reconciliation to Net Loss
  and/or
 126




---



##### Table of Contents



Successor



PredecessorYear Ended


October 14, to



January 1, to


Year EndedDecember 31,


December 31,



October 13,


December 31,2010


2009



2009


2008ADJUSTED EBITDA RECONCILIATIONNet loss

$
(94,849
)

$
(37,872
)


$
(125,764
)

$
(39,828
)Plus: (Income) / loss from discontinued operations


(2,769
)


2,007




30,316



23,255Loss from continuing operations


(97,618
)


(35,865
)



(95,448
)


(16,573
)PLUS:Net interest expense


44,349



23,760




10,919



15,509Depreciation and amortization


39,558



4,844




11,813



15,040EBITDA

$
(13,711
)

$
(7,261
)


$
(72,716
)

$
13,976Straight line revenue


467



158








Provision for doubtful receivables


391








217



160Provision for claims


1,674








3,730



Change in fair value of derivatives


(1,592
)


(2,554
)



(3,012
)


6,515Impairment losses


39,515








68,042



Loss on sale from vessels, net


1,560












Share based compensation


2,680



7,898




793



1,083Operating loss / (income) for non-core vessels


6,564



4,594




11,498



(4,298
)ADJUSTED EBITDA

$
37,548


$
2,835



$
8,552


$
17,436      127




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##### Table of Contents



C.
    Research
    and Development, Patents and Licenses    D.
    Trend
    information    E.
    Off-Balance
    Sheet Arrangements    F.
    Tabular
    Disclosure of Contractual Obligations    Payment Due by PeriodMore thanContractual obligations

Total


Less than a year


1-3 years


3-5 years


5 years(in 000s USD)Long-term debt
    obligation(1)

$
657,782


$
34,421


$
136,263



369,655



117,443Interest
    payments(2)


181,011



40,963



69,704



49,309



21,035Rental
    agreements(3)


5,001



423



864



891



2,823Newbuildings and vessel future commitments


133,700



112,850



19,850



1,000



Total

$
977,494


$
188,657


$
226,681


$
420,855


$
141,301     Notes:
  (1)
    
    Refers to our obligations to repay
    the indebtedness outstanding as of December 31, 2010,
    (including long-term debts, capital lease obligations and
    convertible notes) assuming that we meet the covenants of our
    credit facilities. The amount does not reflect a debt discount
    (BCF) of $69.1 million.(2)
    
    Refers to our expected interest
    payments over the term of the indebtedness outstanding as of
    December 31, 2010, assuming an effective interest rate of
    6.37% per annum.(3)
    
    Refers to our obligations under the
    rental agreements for office space.  Commitments
  (i)
    Rental
    agreements    (ii)
    Commercial
    and Technical Ship Management Agreements   128




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##### Table of Contents



(iii)
    Commitment
    exit    (iv)
    Newbuildings   129




---



##### Table of Contents



Recent
    Accounting Pronouncements
  Fair
    Value Disclosures
    Supplementary
    Pro Forma Information for Business Combinations
    ASU
    2010-28,
    Intangibles  Goodwill and Other (Topic 350): When to
    Perform Step 2 of the Goodwill Impairment Test for Reporting
    Units with Zero or Negative Carrying Amounts (a consensus of the
    FASB Emerging Issues Task Force)
  No. 2010-28, Intangibles  Goodwill and Other (Topic 350): When
    to Perform Step 2 of the Goodwill Impairment Test for Reporting
    Units with Zero or Negative Carrying Amounts
  Subsequent
    events
   130




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##### Table of Contents



G.
    Safe
    Harbor   131




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##### Table of Contents



Item 6.
    Directors,
    Senior Management and Employees  A.  Directors
    and Senior Management
    Name

Age

PositionNicholas G. Fistes


52


Class I Director and Chairman since October 13, 2009Michail S. Zolotas


37


Class I Director and Deputy Chairman, President and CEO since
    October 13, 2009Allan L. Shaw


47


Class II Director, and Chief Financial Officer since
    October 13, 2009Masaaki Kohsaka


77


Class II Director since October 13, 2009Dr. John Tzoannos


67


Class II Director since April 1, 2010Spyros Gianniotis


51


Class III Director since October 13, 2009Apostolos I. Tsitsirakis


42


Class III Director since October 13, 2009Panagiotis Skiadas


40


Class III Director since June 2005Panagiotis Peter Kallifidas


41


Corporate Secretary since January 1, 2010George Fragos


46


Chief Operating Officer since October 13, 2009Sozon Alifragkis


42


Senior Vice President and Chief Commercial Office since October
    13, 2009       Nicholas
    G.Fistes
    Director, Executive Chairman
  (2004-2005), (1993-1996), (2002-2003).
 132




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##### Table of Contents



Michail
    S.Zolotas
    Director, President and Chief Executive Officer
    Allan L.
    Shaw
    Director, Chief Financial Officer
    Spyros
    Gianniotis
    Director
   133




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##### Table of Contents



Masaaki
    Kohsaka
    Director
  Masaaki Kohsaka
  Panagiotis
    Skiadas
    Director
    Apostolos
    I.Tsitsirakis
    Director
    Dr. John
    Tzoannos
    Director
   134




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##### Table of Contents



Panagiotis
    Peter Kallifidas
    General Counsel and Corporate Secretary
    Sozon A.
    Alifragis
    Senior Vice President and Chief Commercial Officer
    George
    Fragos
    Chief Operating Officer
    B.
    Compensation  out-of-pocket
 135




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##### Table of Contents



C.
    Board
    Practices  Board
    Classes
    Committees
    of the Board of Directors
      D.
    Employees    E.
    Share
    ownership    
    each person known by us to own beneficially more than 5% of our
    shares;
    each of our directors and executive officers who beneficially
    own our shares; and
    all directors and executive officers as a group. 136




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##### Table of Contents



Shares Beneficially OwnedIdentity of Person or Group

Number

PercentageExecutive Officers and DirectorsMichail S.
    Zolotas(1)(2)(3)(4)


19,623,106



90.8
%Nicholas G.
    Fistes(2)(3)(4)


3,523,105



45.5
%Allan L.
    Shaw(5)


166,667



2.2
%Masaaki Kohsaka


7,084



*Spyros Gianniotis


7,084



*Apostolos I. Tsitsirakis


7,084



*Dr. John Tzoannos


7,084



*Panagiotis Skiadas


17,084



*Panagiotis Peter Kallifidas


*



*George Fragos


*



*Sozon Alifragkis


*



*Directors and Executive Officers as a
    Group(1)(2)(3)(4)(5)


19,835,192



91.8
%     *
    
    Less than one percent(1)
    
    Includes 13,877,778 common shares
    underlying the 7% Notes beneficially owned by Focus
    Maritime Corp., a Marshall Islands corporation. Focus Maritime
    Corp. is wholly-owned by Michail S. Zolotas. Focus
    Maritimes business address is 83 Akti Miaouli &
    Flessa Street, Piraeus Greece 185 38. The foregoing information
    was derived from a Schedule 13G/A filed by Grandunion with
    the SEC on September 16, 2010.(2)
    
    Grandunion is a Marshall Islands
    corporation, which is wholly owned by Nicholas G. Fistes and
    Michail S. Zolotas, who each own 50% of the issued and
    outstanding capital stock of Grandunion. Grandunions
    business address is 83 Akti Miaouli & Flessa Street,
    Piraeus Greece 185 38. The foregoing information was derived
    from a Schedule 13D/A filed with the SEC on
    September 16, 2010.(3)
    
    Includes 1,463,631 common shares
    beneficially owned by Rocket Marine Inc. that are subject to a
    voting agreement with Grandunion, over which Grandunion has
    voting power.(4)
    
    Includes 3,523,105 common shares
    beneficially owned by Grandunion.(5)
    
    Does not include 250,000 restricted
    common shares underlying options issued pursuant to the
    Companys Equity Incentive Plan.  1-for-12
  Item 7.
    Major
    Shareholders and Related Party Transactions  A.
    Major
    Shareholders   137




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##### Table of Contents



Shares Beneficially OwnedIdentity of Person or Group

Number

PercentagePrincipal ShareholdersFocus Maritime
    Corp.(1)


16,100,001



74.5
%Grandunion
    Inc.(2)(3)


3,523,105



45.5
%Rocket Marine
    Inc.(4)


1,463,631



18.9
%S. Goldman Advisors,
    LLC(5)


656,233



8.5
%Investment Bank of Greece,
    S.A.(6)


427,778



5.5
%     (1)
    
    Includes 13,877,778 common shares
    underlying the 7% Notes. Focus Maritime Corp., a Marshall
    Islands corporation, is wholly owned by Michail S. Zolotas.
    Focus Maritimes business address is 83 Akti
    Miaouli & Flessa Street, Piraeus Greece 185 38. The
    foregoing information was derived from a Schedule 13G/A
    filed by Grandunion with the SEC on September 16, 2010.(2)
    
    Grandunion is a Marshall Islands
    corporation, which is wholly owned by Nicholas G. Fistes and
    Michail S. Zolotas, who each own 50% of the issued and
    outstanding capital stock of Grandunion. Grandunions
    business address is 83 Akti Miaouli & Flessa Street,
    Piraeus Greece 185 38. The foregoing information was derived
    from a Schedule 13D/A filed with the SEC on
    September 16, 2010.(3)
    
    Includes 1,463,631 common shares
    beneficially owned by Rocket Marine Inc. that are subject to a
    voting agreement with Grandunion, over which Grandunion has
    voting power.(4)
    
    Rocket Marine Inc., a Marshall
    Islands corporation, is a wholly owned subsidiary of Aries
    Energy Corporation, which is also a Marshall Islands
    corporation. Mons Bolin, the Companys former Chief
    Executive Officer, President and former member of the board of
    directors, and Captain Gabriel Petridis, the Companys
    former Chairman, each own 50% of the issued and outstanding
    capital stock of Aries Energy Corporation. Each of Aries Energy
    Corporation, Mons Bolin and Captain Gabriel Petridis disclaims
    beneficial ownership of such shares, except to the extent of
    their pecuniary interest therein. The principal business address
    for each of Aries Energy Corporation, Mr. Bolin and Cpt.
    Petridis is 18 Zerva Nap. Street, Glyfada, Athens Greece 166 75.
    The foregoing information was derived from a Schedule 13G/A
    filed with the SEC on October 16, 2009.(5)
    
    Includes 529,167 common shares
    underlying warrants, the beneficial ownership of which is shared
    by Mr. Sheldon Goldman and S. Goldman Advisors, LLC, or
    Goldman Advisors. Mr. Goldman is the sole member and senior
    managing director of Goldman Advisors and he has sole power to
    vote or to direct the vote and to dispose or to direct the
    disposition of 127,066 common shares. Goldman Advisors and
    Mr. Goldman may be deemed to share the power to vote or to
    direct the vote and to dispose or to direct the disposition of
    the 529,167 common shares beneficially owned by Goldman
    Advisors. The principal business address of S. Goldman Advisors,
    LLC and Mr. Goldman is 825 Third Avenue, 34th Floor, New
    York, NY, 10022. The foregoing information was derived from a
    Schedule 13D filed with the SEC on December 23, 2010.(6)
    
    Includes 416,667 common shares
    underlying warrants and 11,111 common shares underlying the
    7% Notes. Represents shares owned by Investment Bank of
    Greece, S.A., or IBG, and Marfin Popular Bank Public Co., Ltd.,
    or Marfin Popular. Marfin Popular is deemed to beneficially own
    such shares as a result of its approximately 96% ownership of
    IBG. The principal business address of IBG is 24B Kifissias
    Avenue, Maroussi, Athens Greece 151 25. The principal business
    address of Marfin Popular is 154 Limassol Avenue, Nicosia, 2025,
    Cyprus. The foregoing information was derived from a
    Schedule 13G/A filed with the SEC on April 13, 2011.  Lock-Up
 138




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##### Table of Contents



1-for-12
  B.
    Related
    Party Transactions    Grandunion
    Inc.
    lock-up
     139




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##### Table of Contents



Management
    Services and Commissions
    Sea
    Breeze
    Newfront 
    Stamford
    Newlead
    Bulkers S.A.
     140




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##### Table of Contents



Newlead
    Shipping S.A.
      Terra
    Stabile A.E.
  12-year 12-year
  Domina
    Petridou O.E.
  10-year
  Aries
    Energy Corporation
    Transaction
    with other related party
   141




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##### Table of Contents



Item 8.
    Financial
    Information  A.
    Consolidated
    Statements and Other Financial Information    Legal
    Proceedings Against Us
    
    The charterers of the vessel Newlead Avra notified the Company
    in October 2008 of their intention to pursue the following
    claims and notified the appointment of an arbitrator in relation
    to them:  a)
    Damages suffered by
    sub-charterers
    of the vessel in respect of remaining on board cargo at New York
    in September 2007;b)
    Damages suffered by
    sub-charterers
    of the vessel as a result of a change in management and the
    consequent dispute regarding oil major approval from October
    2007; andc)
    Damages suffered by
    sub-charterers
    of the vessel resulting from a grounding at Houston in October
    2007.    
    The charterers of the Newlead Fortune notified the Company in
    October 2008 of their intention to pursue the following claims,
    and notified the appointment of an arbitrator in relation to
    them:  a)
    Damages as a result of a change in management and the consequent
    dispute regarding oil major approval from October 2007; andb)
    Damages resulting from the creation of Hydrogen Sulphide in the
    vessels tanks at two ports in the United States.    
    The vessel Grand Rodosi was involved in a collision in October
    2010 with the fishing vessel Apollo S. As of
    December 31, 2010, the Company is not able to reliably
    measure the expected possible losses. However, any amounts to be
    claimed are 100% covered by the P&I Club:  a)
    Value of Apollo S plus expenses  the
    Company has a provided guarantee for A$19,321,242;b)
    Damage to wharf  the Company has a provided guarantee
    for A$3,387,500; andc)
    Pollution cleanup costs  the Company has a provided
    guarantee for A$500,000.  
    The charterers of the Newlead Esmeralda notified the Company in
    November 2010 of their intention to pursue the following claim.
    After discussions with charterers, in March 2011, and following
    discussions, an agreement was reached that neither party would
    seek security in the future for the claims relating to the
    grounding that occurred in March 2010. Based on advice of
    counsel, we believe the charterers chances of success are
    remote. Below is a list of the claims:  a)
    Damages for lost income as a result of cargo that was not able
    to be loaded, subsequent to vessels grounding in March
    2010;b)
    Damages resulting from the prolonged storage costs due to the
    inability to place cargo on board the vessel; andc)
    Anticipated costs. 142




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##### Table of Contents



Dividend
    Policy
        B.
    Significant
    Changes   143




---



##### Table of Contents



Item 9.
    The
    Offer and Listing  A.
    Offer
    and Listing Details    1-for-12
    High

LowFor the Fiscal Year Ended December 31, 2006

$
177.60


$
108.84For the Fiscal Year Ended December 31, 2007

$
125.40


$
70.92For the Fiscal Year Ended December 31, 2008

$
93.24


$
3.72For the Fiscal Year Ended December 31, 2009

$
19.68


$
3.84For the Fiscal Year Ended December 31, 2010

$
12.60


$
2.26For the Quarter EndedMarch 31, 2009

$
19.68


$
3.84June 30, 2009

$
13.20


$
4.32September 30, 2009

$
10.44


$
6.72December 31, 2009

$
16.56


$
8.76March 31, 2010

$
11.76


$
7.80June 30, 2010

$
12.60


$
7.56September 30, 2010

$
9.37


$
4.24December 31, 2010

$
4.99


$
2.26March 31, 2011

$
2.88


$
2.05For the Month EndedJanuary 31, 2011

$
2.88


$
2.35February 28, 2011

$
2.75


$
2.35March 31, 2011

$
2.58


$
2.05April 30, 2011

$
2.30


$
1.99May 31, 2011

$
2.26


$
2.01June 30, 2011 (through June 29, 2011)

$
2.30


$
1.69   B.
    Plan
    of Distribution    C.
    Markets    D.
    Selling
    Shareholders    E.
    Dilution   144




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##### Table of Contents



F.
    Expenses
    of the issue    Item 10.
    Additional
    Information  A.
    Share
    Capital    B.
    Memorandum
    and Articles of Association    Common
    Shares
          Preference
    Shares
      
    restrict dividends on our common shares;
    dilute the voting power of our common shares;
    impair the liquidation rights of our common shares; and
    discourage, delay or prevent a change of control of our Company. 145




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##### Table of Contents



Reverse
    share split
  1-for-12
  Registration
    Rights
    Form F-3
  Form F-3
     146




---



##### Table of Contents



Treasury
    Shares
    Dividends
    Anti-Takeover
    Effects of Provisions of Our Constitutional Documents
    Blank
    Check Preference Shares
    Classified
    Board of Directors
   147




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##### Table of Contents



Business
    Combinations
    
    prior to the date of the transaction that resulted in the
    shareholder becoming an interested shareholder, our board of
    directors approved either the business combination or the
    transaction that resulted in the shareholder becoming an
    interested shareholder;
    upon consummation of the transaction that resulted in the
    shareholder becoming an interested shareholder, the interested
    shareholder owned at least 85% of our voting shares outstanding
    at the time the transaction commenced; or
    after the date of the transaction that resulted in the
    shareholder becoming an interested shareholder, the business
    combination is approved by the board of directors and authorized
    at an annual or special meeting of shareholders by the
    affirmative vote of at least 80% of our outstanding voting
    shares that are not owned by the interested shareholder.    Election
    and Removal of Directors
    Shareholder
    Meetings
  paid-up
 148




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##### Table of Contents



Limited
    Actions by Shareholders
      Amendments
    to Bye-Laws
    
    the classified board and director election and removal
    provisions;
    the percentage of approval required for our shareholders to
    amend our bye-laws;
    the limitations on business combinations between us and
    interested shareholders;
    the provisions requiring the affirmative vote of the holders of
    not less than 80% of our outstanding voting shares to amend the
    foregoing provisions; and
    the limitations on shareholders ability to call special
    meetings, subject to certain rights guaranteed to shareholders
    under the BCA.    C.
    Material
    contracts    D.
    Exchange
    controls     149




---



##### Table of Contents



E.
    Taxation   150




---



##### Table of Contents



Bermuda
    Tax Considerations
    United
    States Federal Income Tax Considerations
  Non-U.S. Holders, non-United
  United
    States Federal Income Taxation of Our Company
  Taxation
    of Operating Income:  In General
    U.S.-source
    non-U.S. ports
    Exemption
    of Operating Income from United States Federal Income
    Taxation
  U.S.-source
  (1)
    it is organized in a qualified foreign country, which is one
    that grants an equivalent exemption to corporations
    organized in the United States in respect of such category of
    the shipping income for which exemption is being claimed under
    Section 883 and which we refer to as the Country of
    Organization Test; and 151




---



##### Table of Contents



(2)
    Either  (A)
    more than 50% of the value of its stock is beneficially owned,
    directly or indirectly, by individuals who are
    residents of a qualified foreign country, which we
    refer to as the 50% Ownership Test, or  (B)
    its stock is primarily and regularly traded on an
    established securities market in its country of
    organization, in another qualified foreign country or in the
    United States, which we refer to as the Publicly Traded
    Test.  U.S.-source
             152




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##### Table of Contents



Taxation
    in the Absence of Section 883 Exemption
        
    we have, or are considered to have, a fixed place of business in
    the United States involved in the earning of shipping
    income; and
    substantially all of our U.S. source shipping income is
    attributable to regularly scheduled transportation, such as the
    operation of a vessel that follows a published schedule with
    repeated sailings at regular intervals between the same points
    for voyages that begin or end in the United States. 153




---



##### Table of Contents



United
    States Taxation of Gain on Sale of Vessels
    United
    States Federal Income Taxation of U.S. Holders
      Distributions
  dollar-for-dollar
  121-day
 154




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##### Table of Contents



Sale,
    Exchange or other Disposition of Common Shares
  U.S.-source
  Passive
    Foreign Investment Company Status and Significant Tax
    Consequences
    
    at least 75% of our gross income for such taxable year consists
    of passive income (e.g., dividends, interest, capital gains and
    rents derived other than in the active conduct of a rental
    business), or
    at least 50% of the average value of the assets held by the
    corporation during such taxable year produce, or are held for
    the production of, passive income.     155




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##### Table of Contents



United
    States Federal Income Taxation of
    Non-U.S. Holders
  Non-U.S. Holder.
  Dividends
    on Common Shares
  Non-U.S. Holders Non-U.S. Holders Non-U.S. Holder Non-U.S. Holder
  Sale,
    Exchange or Other Disposition of Common Shares
  Non-U.S. Holders
  
    the gain is effectively connected with the
    Non-U.S. Holders
    conduct of a trade or business in the United States. If the
    Non-U.S. Holder
    is entitled to the benefits of an income tax treaty with respect
    to that gain, that gain is taxable only if it is attributable to
    a permanent establishment maintained by the
    Non-U.S. Holder
    in the United States; or
    the
    Non-U.S. Holder
    is an individual who is present in the United States for
    183 days or more during the taxable year of disposition and
    other conditions are met.  Non-U.S. Holder Non-U.S. Holder,
  Backup
    Withholding and Information Reporting
   156




---



##### Table of Contents




    fail to provide an accurate taxpayer identification number;
    are notified by the Internal Revenue Service that you have
    failed to report all interest or dividends required to be shown
    on your federal income tax returns; or
    in certain circumstances, fail to comply with applicable
    certification requirements.  Non-U.S. Holders Form W-8BEN, W-8ECI W-8IMY,
  Non-U.S. Holder non-U.S. person, non-United non-United non-United
    Information
    Reporting Regarding
    Non-U.S. Accounts
  non-U.S. corporation
  F.
    Dividends
    and paying agents    G.
    Statement
    by experts  Form 20-F Form 20-F Form 20-F.
 157




---



##### Table of Contents



H.
    Documents
    on display  1-800-SEC-0330 http://www.sec.gov, http://www.newleadholdings.com.
  I.
    Subsidiary
    information    Item 11.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate Exposure
              
    On July 5, 2006, we entered into interest rate swaps with
    five banks on identical terms. These five swaps had an effective
    date of July 3, 2006 and a maturity date of April 4,
    2011. Under the terms of the swap agreements, we paid a fixed
    interest rate of 5.63% per annum on a total of
    $100.0 million of our long-term debt. These swap agreements
    matured and fully settled.
    On April 3, 2008, we entered into a floored swap
    transaction with one bank and a simultaneous swap and cap
    transaction with another bank. These two synthetic swaps had an
    effective date of April 3, 2008 and maturity dates of
    April 3, 2011 and April 4, 2011, respectively. Under
    the terms of the floored swap agreement, we paid a fixed
    interest rate of 4.285% per annum on a total of
    $23.3 million of our long term debt. Under the terms of the
    swap and cap transactions, we paid a fixed interest rate of
    4.14% on a total of $23.3 million of our long-term debt and
    we have limited our interest rate exposure to 4.14% on an
    additional amount of $23.3 million. These swap agreements
    matured and fully settled. 158




---



##### Table of Contents




    In connection with the recapitalization, we entered into a
    credit facility and an interest rate swap with Marfin Egnatia
    Bank. On May 6, 2010, we refinanced this credit facility
    (see Note 12 of our consolidated financial statements). The
    aforementioned swap was re-attached to the new credit facility
    and has a termination date of September 2, 2014. Under the
    terms of the swap agreement, we pay a fixed interest rate of
    4.08% per annum on the notional amount of the swap.
    In connection with the acquisition of the two Kamsarmaxes, we
    assumed two interest rate swaps with the Bank of Scotland both
    of which had maturity dates of April 4, 2013. Under the
    terms of the swap agreements, we paid a fixed interest rate of
    3.973% per annum. These swaps were amended and extended to
    conform to the notional amounts, anticipated drawings and
    repayment schedule as per the loan facilities. The amended and
    extended swap agreements began on July 6, 2010 and have
    maturity dates on October 15, 2015 and a fixed interest
    rate of 4.01% per annum on the notional amount of the swaps.    Foreign
    Exchange Rate Exposure
    Item 12.
    Description
    of Securities Other than Equity Securities    PART II
  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds    Item 15.
    Controls
    and Procedures  (a)
    Disclosure
    Controls and Procedures  Rules 13a-15(e) 15d-15(e)
 159




---



##### Table of Contents



(b)
    Managements
    Annual Report on Internal Control Over Financial
    Reporting  Rules 13a-15(f) 15d-15(f)
            (c)
    Attestation
    report of the independent registered public accounting
    firm    (d)
    Changes
    in internal control over financial reporting     160




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##### Table of Contents



Item 16A.
    Audit
    Committee Financial Expert  Form 20-F.
  Item 16B.
    Code
    of Ethics    Item 16C.
    Principal
    Accountant Fees and Services  Audit
    Fees
    Audit-Related
    Fees
    Tax
    Fees
    All
    Other Fees
      Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchases    Item 16F.
    Changes
    in Registrants Certifying Accountant    Item 16G.
    Corporate
    Governance   161




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##### Table of Contents




    We have a board of directors with a majority of independent
    directors which holds at least one annual meeting at which only
    independent directors are present, consistent with NASDAQ
    corporate governance requirements. We are not required under
    Bermuda law to maintain a board of directors with a majority of
    independent directors, and we cannot guarantee that we will
    always in the future maintain a board of directors with a
    majority of independent directors.
    We have a Governance and Nominating committee comprised of
    independent directors that is responsible for identifying and
    recommending potential candidates to become board members and
    recommending directors for appointment to the board and board
    committees. Shareholders may also identify and recommend
    potential candidates to become board members in writing. No
    formal written charter has been prepared or adopted because this
    process is outlined in our bye-laws.
    In lieu of obtaining an independent review of related party
    transactions for conflicts of interests, consistent with Bermuda
    law requirements, our bye-laws require any director who has a
    potential conflict of interest to identify and declare the
    nature of the conflict to our board of directors at the first
    meeting of the board of directors. Our bye-laws additionally
    provide that related party transactions must be approved by
    independent and disinterested directors.
    In lieu of obtaining shareholder approval prior to the issuance
    of securities, we were required to obtain the consent of the
    Bermuda Monetary Authority as required by Bermuda law before we
    issued securities. We have obtained a blanket consent from the
    Bermuda Monetary Authority. If we choose to issue additional
    securities, we will not be required to obtain any further
    consent so long as our common shares are listed.
    As a foreign private issuer, we are not required to solicit
    proxies or provide proxy statements to NASDAQ pursuant to NASDAQ
    corporate governance rules or Bermuda law. Consistent with
    Bermuda law, we will notify our shareholders of meetings between
    15 and 60 days before the meeting. This notification will
    contain, among other things, information regarding business to
    be transacted at the meeting. In addition, our bye-laws provide
    that shareholders must give us advance notice to properly
    introduce any business at a meeting of the shareholders. Our
    bye-laws also provide that shareholders may designate a proxy to
    act on their behalf (in writing or by telephonic or electronic
    means as approved by our board from time to time).   162




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##### Table of Contents



PART III
  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements    Item 19.
    Exhibits  1
.1

Amended and Restated Memorandum of Association of NewLead
    Holdings Ltd. (Previously filed as Exhibit 99.1 to the
    Companys Report on
    Form 6-K,
    filed on September 30, 2009, and hereby incorporated by
    reference.)1
.2

Certificate of Incorporation on Change of Name (Previously filed
    as Exhibit 1.1 to the Companys Report on
    Form 6-K,
    filed on January 8, 2010, and hereby incorporated by
    reference.)1
.3

Amended and Restated Bye-laws of the Company (Previously filed
    as Exhibit 3.1 to the Companys Report on
    Form 6-K,
    filed on January 27, 2010, and hereby incorporated by
    reference.)2
.1

Indenture, dated as of October 13, 2009, between the
    Company and Marfin Egnatia Bank S.A. (Previously filed as
    Exhibit 99.1 to the Companys Report on
    Form 6-K,
    filed on October 22, 2009, and hereby incorporated by
    reference.)2
.2

Form of Note Purchase Agreement, dated October 13, 2009,
    among the Company, each of the purchasers listed on the
    signature thereto, and Marfin Egnatia Bank S.A. (Previously
    filed as Exhibit 99.2 to the Companys Report on
    Form 6-K,
    filed on October 22, 2009, and hereby incorporated by
    reference.)2
.3

Form of 7% Convertible Senior Note Due 2015, dated as of
    October 13, 2009, made by the Company (Previously filed as
    Exhibit 99.3 to the Companys Report on
    Form 6-K,
    filed on October 22, 2009, and hereby incorporated by
    reference.)2
.4

Warrant Certificate, dated October 13, 2009 from the
    Company to Investment Bank of Greece (Previously filed as
    Exhibit 99.8 to the Companys Report on
    Form 6-K,
    filed on October 22, 2009, and hereby incorporated by
    reference.)4
.1

Form of Equity Incentive Plan (Previously filed as
    Exhibit 10.6 to the Companys 10.6 to the
    Companys registration statement on
    Form F-1/A
    (Registration
    No. 333-124952)
    and hereby incorporated by reference.)4
.2

Amendment to Equity Incentive Plan (Previously filed as
    Exhibit 4.9 to the Companys Annual Report on
    Form 20-F,
    filed on June 26, 2009 and hereby incorporated by
    reference.)4
.3

Amendment to Equity Incentive Plan, dated October 14, 2010.4
.4

Fifth Supplemental Agreement, dated June 11, 2008, between
    the Company and The Bank of Scotland relating to the Credit
    Agreement, dated April 3, 2006 among the Company and The
    Bank of Scotland and Nordea Bank Finland as joint lead arrangers
    (Previously filed as Exhibit 4.7 to the Companys
    Annual Report on
    Form 20-F,
    filed on June 30, 2008, and hereby incorporated by
    reference.)4
.5

Sixth Supplemental Agreement, dated June 24, 2009, between
    the Company and The Bank of Scotland relating to a Credit
    Agreement, dated April 3, 2006, among the Company and The
    Bank of Scotland and Nordea Bank Finland as joint lead arrangers
    (Previously filed as Exhibit 4.8 to the Companys
    Annual Report on
    Form 20-F,
    filed on June 26, 2009, and hereby incorporated by
    reference.)4
.6

$145 Million Convertible Bond Commitment Letter, dated
    July 15, 2009, between Investment Bank of Greece and the
    Company (Previously filed as Exhibit 99.F to the
    Schedule 13D of Grandunion Inc., filed on
    September 28, 2009, and hereby incorporated by reference.)4
.7

Financial Agreement, dated August 18, 2009, among Marfin
    Bank, Australia Holdings Ltd., China Holdings Ltd. and Brazil
    Holdings Ltd. (Previously filed as Exhibit 10.1 to the
    Companys Report on
    Form 6-K,
    filed on January 27, 2010, and hereby incorporated by
    reference.) 163




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##### Table of Contents



4
.8

Registration Rights Agreement, dated September 16, 2009
    among Grandunion Inc., Rocket Marine Inc. and the Company
    (Previously filed as Exhibit 99.D to the Schedule 13D
    (Amendment No. 1) of Grandunion Inc. and Focus
    Maritime Corp., filed on October 22, 2009, and hereby
    incorporated by reference.)4
.9

Voting Agreement, dated September 16, 2009 among Grandunion
    Inc., Rocket Marine Inc. Gabriel Petrides, Mons S. Bolin and
    Aries Energy Corporation and acknowledged by the Company
    (Previously filed as Exhibit 99.B to the Schedule 13D
    of Grandunion Inc., filed on September 28, 2009, and hereby
    incorporated by reference.)4
.10

Lock-Up
    Agreement, dated September 16, 2009, among Grandunion Inc.,
    Rocket Marine Inc., Gabriel Petrides, Mons S. Bolin and Aries
    Energy Corporation and acknowledged by the Company (Previously
    filed as Exhibit 99.C to the Schedule 13D of
    Grandunion Inc., filed on September 28, 2009 and hereby
    incorporated by reference.)4
.10

Lock-Up
    Agreement, dated September 16, 2009, among Grandunion Inc.,
    Rocket Marine Inc., Gabriel Petrides, Mons S. Bolin and Aries
    Energy Corporation and acknowledged by the Company (Previously
    filed as Exhibit 99.D to the Schedule 13D of
    Grandunion Inc., filed on September 28, 2009 and hereby
    incorporated by reference.)4
.11

Lock-Up
    Agreement, dated September 16, 2009, between Grandunion
    Inc. and the Company (Previously filed as Exhibit 99.E to
    the Schedule 13D of Grandunion Inc., filed on
    September 28, 2009 and hereby incorporated by reference.)4
.12

Facility Agreement, dated October 13, 2009, among the
    Company, Bank of Scotland plc, Nordea Bank Finland plc, London
    Branch, HSH Nordbank AG, The Governor and the Company of the
    Bank of Ireland, Sumitomo Mitsui Banking Corporation, Brussels
    Branch, Bayerische Hypo-und Vereinsbank AG, Commerzbank
    Aktiengesellschaft, General Electric Capital Corporation,
    Natixis and Swedbank AB (publ) (Previously filed as
    Exhibit 99.5 to the Companys Report on
    Form 6-K,
    filed on October 22, 2009, and hereby incorporated by
    reference.)4
.13

Warrant Purchase Agreement, dated October 13, 2009, between
    the Company and Investment Bank of Greece (Previously filed as
    Exhibit 99.6 to the Companys Report on
    Form 6-K,
    filed on October 22, 2009 and hereby incorporated by
    reference.)4
.14

Warrant Agreement, dated October 13, 2009, between the
    Company and Investment Bank of Greece (Previously filed as
    Exhibit 99.7 to the Companys Report on
    Form 6-K,
    filed on October 22, 2009 and hereby incorporated by
    reference.)4
.15

Registration Rights Agreement, dated October 13, 2009,
    among Investment Bank of Greece, Focus Maritime Corp. and the
    Company (Previously filed as Exhibit 99.4 to the
    Companys Report on
    Form 6-K,
    filed on October 22, 2009 and hereby incorporated by
    reference.)4
.16

$80 Million Secured Senior and Junior Term Loan Facility
    Commitment Letter, dated February 19, 2009 between Bank of
    Scotland and the Company, as guarantor (Previously filed as
    Exhibit 4.16 to the Companys Annual Report on
    Form 20-F,
    filed on March 18, 2010, and hereby incorporated by
    reference.)4
.17

Escrow Agreement, dated April 1, 2010, between the Company
    and Grandunion Inc. and Computershare Trust Company N.A.
    (Previously filed as Exhibit 10.1 to the Companys
    Report on
    Form 6-K,
    filed on April 26, 2010, and hereby incorporated by
    reference.)4
.18

Registration Rights Agreement, dated April 1, 2010, between
    the Company and Grandunion Inc. (Previously filed as
    Exhibit 10.2 to the Companys Report on
    Form 6-K,
    filed on April 26, 2010 and hereby incorporated by
    reference.)4
.19

Second Supplemental Agreement, dated April 1, 2010, in
    relation to the Loan Agreement, dated November 10, 2006,
    between the Company and Commerzbank, for a loan facility of up
    to $18.0 million. (Previously filed as Exhibit 10.4 to
    the Companys Report on
    Form 6-K,
    filed on April 26, 2010, and hereby incorporated by
    reference.)4
.20

Loan Agreement, dated March 19, 2008, between the Company
    and Piraeus Bank, for a loan of up to $76.0 million.
    (Previously filed as Exhibit 10.6 to the Companys
    Report on
    Form 6-K,
    filed on April 26, 2010 and hereby incorporated by
    reference.) 164




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##### Table of Contents



4
.21

Second Supplemental Agreement, dated March 31, 2010,
    relating to the Loan Agreement dated March 19, 2008,
    between the Company and Piraeus Bank, for a loan of up to
    $76.0 million. (Previously filed as Exhibit 10.7 to
    the Companys Report on
    Form 6-K,
    filed on April 26, 2010, and hereby incorporated by
    reference.)4
.22

Loan Agreement, dated March 31, 2010, between the Company
    and Piraeus Bank, for a loan of up to $21.0 million.
    (Previously filed as Exhibit 10.8 to the Companys
    Report on
    Form 6-K,
    filed on April 26, 2010, and hereby incorporated by
    reference.)4
.23

Financial Agreement dated March 31, 2010, between the
    Company and Marfin Egnatia Bank S.A, for a credit facility up to
    $35.0 million. (Previously filed as Exhibit 10.9 to
    the Companys Report on
    Form 6-K,
    filed on April 26, 2010, and hereby incorporated by
    reference.)4
.24

Senior Facility Agreement dated April 15, 2010, among the
    Company, Bank of Scotland, BTMU Capital Corporation and Bank of
    Ireland, for a loan up to $66.7 million. (Previously filed
    as Exhibit 10.1 to the Companys Report on
    Form 6-K,
    filed on July 19, 2010, and hereby incorporated by
    reference.)4
.25

Junior Facility Agreement dated April 15, 2010, among the
    Company, Bank of Scotland and BTMU Capital Corporation for a
    loan up to $13.3 million. (Previously filed as
    Exhibit 10.2 to the Companys Report on
    Form 6-K,
    filed on July 19, 2010, and hereby incorporated by
    reference.)4
.26

Supplemental Deed dated April 26, 2010, among the Company,
    Bank of Scotland plc and Nordea Bank Finland plc, relating to a
    $221.4 million term loan facility. (Previously filed as
    Exhibit 10.3 to the Companys Report on
    Form 6-K,
    filed on July 19, 2010, and hereby incorporated by
    reference.)4
.27

Financial Agreement dated May 6, 2010, between the Company
    and Marfin Egnatia Bank S.A, for a credit facility up to
    $65.28 million. (Previously filed as Exhibit 10.4 to
    the Companys Report on
    Form 6-K,
    filed on July 19, 2010, and hereby incorporated by
    reference.)4
.28

Loan Agreement, dated October 16, 2007, as novated, amended
    and restated March 31, 2010, between the Company and West
    LB, and as further novated, amended and restated on June 4,
    2010, relating to a term loan facility of up to
    $27.5 million. (Previously filed as Exhibit 10.5 to
    the Companys Report on
    Form 6-K,
    filed on July 19, 2010 and hereby incorporated by
    reference.)4
.29

Loan Agreement dated July 2, 2010, with First Business Bank
    for a loan facility of up to $24.15 million. (Previously
    filed as Exhibit 10.1 to the Companys Report on
    Form 6-K,
    filed on September 21, 2010, and hereby incorporated by
    reference.)4
.30

Third Supplemental Agreement dated July 2, 2010, relating
    to the $14.75 million loan facility with Emporiki Bank.
    (Previously filed as Exhibit 10.3 to the Companys
    Report on
    Form 6-K,
    filed on September 21, 2010 and hereby incorporated by
    reference.)4
.31

Fourth Supplemental Agreement dated September 8, 2010,
    relating to the $14.75 million loan facility with Emporiki
    Bank. (Previously filed as Exhibit 10.4 to the
    Companys Report on
    Form 6-K,
    filed on September 21, 2010 and hereby incorporated by
    reference.)4
.32

Loan Agreement dated October 22, 2007, with EFG Eurobank
    for a loan facility of up to $32.0 million. (Previously
    filed as Exhibit 10.5 to the Companys Report on
    Form 6-K,
    filed on September 21, 2010 and hereby incorporated by
    reference.)4
.33

Third Supplemental Agreement dated July 9, 2010, relating
    to the $32.0 million loan facility with EFG Eurobank.
    (Previously filed as Exhibit 10.6 to the Companys
    Report on
    Form 6-K,
    filed on September 21, 2010, and hereby incorporated by
    reference.)4
.34

Fourth Supplemental Agreement dated August 13, 2010
    relating to the $32.0 million loan facility with EFG
    Eurobank. (Previously filed as Exhibit 10.7 to the
    Companys Report on
    Form 6-K,
    filed on September 21, 2010, and hereby incorporated by
    reference.)4
.35

Loan Agreement dated July 9, 2010, with DVB Bank, Nord LB
    and Emporiki Bank for a loan facility of up to
    $48.0 million. (Previously filed as Exhibit 10.8 to
    the Companys Report on
    Form 6-K,
    filed on September 21, 2010 and hereby incorporated by
    reference.)4
.36

First Supplemental Agreement dated July 14, 2010, relating
    to the $48.0 million loan facility with DVB Bank, Nord LB
    and Emporiki Bank. (Previously filed as Exhibit 10.9 to the
    Companys Report on
    Form 6-K,
    filed on September 21, 2010, and hereby incorporated by
    reference.) 165




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##### Table of Contents



4
.37

Loan Agreement dated December 10, 2010, with Marfin Egnatia
    Bank for a reducing revolving credit facility of up to
    $62.0 million. (Previously filed as Exhibit 10.1 to
    the Companys Report on
    Form 6-K,
    filed on January 11, 2011 and hereby incorporated by
    reference.)4
.38

Second Supplemental Agreement dated November 9, 2010,
    relating to the $48.0 million loan facility with DVB Bank,
    Nord LB and Emporiki Bank. (Previously filed as
    Exhibit 10.2 to the Companys Report on
    Form 6-K,
    filed on January 11, 2011 and hereby incorporated by
    reference.)4
.39

Third Supplemental Agreement dated December 15, 2010,
    relating to the $48.0 million loan facility with DVB Bank,
    Nord LB and Emporiki Bank. (Previously filed as
    Exhibit 10.3 to the Companys Report on
    Form 6-K,
    filed on January 11, 2011, and hereby incorporated by
    reference.)4
.40

Third Supplemental Agreement, dated November 5, 2010, in
    relation to the Loan Agreement, dated November 10, 2006,
    between the Company and Commerzbank, for a loan facility of up
    to $18.0 million.4
.41

First Supplemental Agreement, dated October 15, 2010, in
    relation to Loan Agreement with First Business Bank dated
    July 2, 2010, for a loan facility of up to
    $24.15 million.4
.42

Loan Agreement dated May 9, 2011, with First Business Bank
    for a loan facility of up to $12.0 million.4
.43

Second Supplemental Agreement, dated May 9, 2011, in
    relation to the Loan Agreement dated July 2, 2010, with
    First Business Bank, for a loan facility of up to
    $24.15 million.4
.44

Fifth Supplemental Agreement dated November 8, 2010,
    relating to the $14.75 million loan facility with Emporiki
    Bank.4
.45

Fifth Supplemental Agreement dated October 15, 2010,
    relating to the $32.0 million loan facility with EFG
    Eurobank.4
.46

Amendment to Escrow Agreement, dated July 2, 2010, between
    the Company and Grandunion Inc. and Computershare
    Trust Company N.A.4
.47

Bareboat Agreement, dated November 23, 2010, between the
    Grand Rodosi Inc. and Prime Hill Maritime Ltd.4
.48

Bareboat Agreement, dated November 23, 2010, between
    Australia Holdings Ltd. and Prime Mountain Maritime Ltd.4
.49

Bareboat Agreement, dated November 23, 2010, between Brazil
    Holdings Ltd. and Prime Lake Maritime Ltd.4
.50

Bareboat Agreement, dated November 23, 2010, between China
    Holdings Ltd. and Prime Time Maritime Ltd.4
.51

Shares Issuance Agreement, dated January 20, 2011,
    between the Company and Lemissoler Corporate Management Ltd.4
.52

Bareboat Agreement, dated June 8, 2011, between Curby
    Navigation Ltd. and Endurance Shipping LLC.8
.1

List of Subsidiaries12
.1

Rule 13a-14(a)/15d-14(a)
    Certification of the Companys Chief Executive Officer.12
.2

Rule 13a-14(a)/15d-14(a)
    Certification of the Companys Chief Financial Officer.13
.1

Certification of the Companys Chief Executive Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.13
.2

Certification of the Companys Chief Financial Officer
    pursuant to 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.15
.1

Consent of PricewaterhouseCoopers S.A.  166




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##### Table of Contents



INDEX TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
  
  PageREPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


F-2 and F-3CONSOLIDATED BALANCE SHEETS


F-4CONSOLIDATED STATEMENTS OF OPERATIONS


F-5CONSOLIDATED STATEMENTS OF CHANGES IN
    SHAREHOLDERS EQUITY


F-6CONSOLIDATED STATEMENTS OF CASH FLOWS


F-7NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS


F-8  F-1




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Shareholders of
 NewLead Holdings Ltd.:
  Internal Control 
    Integrated Framework Form 20-F.
           F-2




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board of Directors and Shareholders of
 NewLead Holdings Ltd.:
        F-3




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.CONSOLIDATED BALANCE SHEETS (All
    amounts expressed in thousands of U.S. dollars except share
    amounts)
  As of



As ofDecember 31,



December 31,Note



2010



2009ASSETSCurrent assetsCash and cash equivalents







$
67,531



$
106,255Restricted cash



7




12,606




403Trade receivables, net








6,025




4,572Other receivables








2,333




496Due from related parties








100




40Inventories



8




2,986




3,085Prepaid expenses








1,909




1,082Due from managing agents








587




8Backlog asset



9




8,492




5,528Total current assets








102,569




121,469Restricted cash



7




30,700




9,668Vessels under construction



10




32,253




Assets held for sale













8,250Vessels and other fixed assets, net



11




455,416




253,115Goodwill



6




81,590




86,036Backlog asset



9




46,165




Deferred charges, net



12




13,040




6,831Total non-current assets








659,164




363,900Total assets







$
761,733



$
485,369LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt



15



$
26,773



$
14,240Accounts payable, trade



13




35,876




11,048Accrued liabilities



14




17,370




16,957Capital lease obligations



17




7,648




Deferred charter revenue



9




476




Deferred income








880




226Derivative financial instruments



21




5,319




9,687Due to related parties








115




234Due to managing agent








282




1,868Total current liabilities








94,739




54,260Non-current liabilitiesDerivative financial instruments



21




4,642




7,407Senior convertible 7% notes, net



16




55,877




41,430Capital lease obligations



17




77,319




Unearned profit



17




10,399




Deferred charter revenue



9




91




Deferred income








1,325




730Other non-current liabilities








20,665




Long-term debt



15




421,042




223,030Total non-current liabilities








591,360




272,597Total liabilities








686,099




326,857Commitments and contingencies



22Shareholders equityPreference Shares, $0.01 par value, 500 million shares
    authorized, none issued













Common Shares, $0.01 par value, 1 billion shares
    authorized, 7.3 million and 6.6 million shares issued
    and outstanding as of December 31, 2010 and
    December 31, 2009, respectively








74




67Additional paid-in capital








208,281




196,317Accumulated deficit








(132,721
)



(37,872
)Total shareholders equity








75,634




158,512Total liabilities and shareholders equity







$
761,733



$
485,369    F-4




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##### Table of Contents



NEWLEAD
    HOLDINGS LTD.CONSOLIDATED STATEMENTS OF
    OPERATIONS (All
    amounts expressed in thousands of U.S. dollars except share and
    per share amounts)
  Successor



PredecessorYear Ended


October 14, to



January 1, to


Year EndedDecember 31,


December 31,



October 13,


December 31,Note


2010


2009



2009


2008OPERATING REVENUES





$
102,733


$
14,096



$
33,564


$
56,519EXPENSES:Commissions






(2,345
)


(407
)



(769
)


(689
)Voyage expenses






(18,793
)


(4,634
)



(8,574
)


(6,323
)Vessel operating expenses






(39,219
)


(6,530
)



(22,681
)


(19,798
)General and administrative expenses






(15,592
)


(12,025
)



(8,366
)


(7,816
)Depreciation and amortization expenses






(39,558
)


(4,844
)



(11,813
)


(15,040
)Impairment losses


3, 6, 22



(39,515
)







(68,042
)


Loss on sale from vessels, net






(1,560
)











Management fees






(1,007
)


(315
)



(900
)


(1,404
)(157,589
)


(28,755
)



(121,145
)


(51,070
)Operating (loss) / income from continuing operations






(54,856
)


(14,659
)



(87,581
)


5,449OTHER (EXPENSES) / INCOME, NET:Interest and finance expense


15



(44,899
)


(23,996
)



(10,928
)


(15,741
)Interest income






550



236




9



232Other (expense) / income, net






(5
)







40



2Change in fair value of derivatives


21



1,592



2,554




3,012



(6,515
)Total other expenses, net






(42,762
)


(21,206
)



(7,867
)


(22,022
)Loss from continuing operations






(97,618
)


(35,865
)



(95,448
)


(16,573
)Income/(loss) from discontinued operations


25



2,769



(2,007
)



(30,316
)


(23,255
)Net loss





$
(94,849
)

$
(37,872
)


$
(125,764
)

$
(39,828
)(Loss) / income per share:Basic and dilutedContinuing operations





$
(14.03
)

$
(6.42
)


$
(39.84
)

$
(6.94
)Discontinued operations





$
0.40


$
(0.36
)


$
(12.65
)

$
(9.75
)Total





$
(13.63
)

$
(6.78
)


$
(52.49
)

$
(16.69
)Weighted average number of shares:Basic and diluted






6,958,903



5,588,937




2,395,858



2,386,182    F-5




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##### Table of Contents



NEWLEAD
    HOLDINGS LTD.CONSOLIDATED STATEMENTS OF CHANGES
    IN SHAREHOLDERS EQUITY (All
    amounts expressed in thousands of U.S. dollars except share
    amounts)
  Additional





TotalCommon


Share


Paid-in


Accumulated


ShareholdersNote


Shares


Capital


Capital


Deficit


EquityBalance at January 1, 2008 (Predecessor)






2,385


$
24


$
115,828


$
(8,733
)

$
107,119Net loss


















(39,828
)


(39,828
)Issuance of common shares


18, 19



29



0



4







4Share-based compensation


18











1,083







1,083Dividends paid














(2,862
)






(2,862
)Balance at December 31, 2008 (Predecessor)






2,414



24



114,053



(48,561
)


65,516Net loss


















(125,764
)


(125,764
)Issuance of common shares


18, 19



7



1











1Share-based compensation


18











793







793Balance at October 13, 2009 (Predecessor)






2,421


$
25


$
114,846


$
(174,325
)

$
(59,454
)(Successor)Change in control  basis adjustment









$



$
(77,978
)

$
174,325


$
96,347Contribution of vessels


19



1,582



16



34,981







34,997Beneficial conversion feature on the convertible senior
    7% notes


16











100,536







100,536Conversion of the convertible senior 7% notes ($20m)


16, 19



2,222



22



19,978







20,000Net loss


















(37,872
)


(37,872
)Share-based compensation


18, 19



390



4



3,954







3,958Balance at December 31, 2009 (Successor)






6,615



67



196,317



(37,872
)


158,512Net loss


















(94,849
)


(94,849
)Issuance of common shares


18, 19



13



0











0Shares issued for business acquisition


5, 19



700



7



5,203







5,210Warrants


12, 21











4,081







4,081Share-based compensation


18











2,680







2,680Balance at December 31, 2010 (Successor)






7,328


$
74


$
208,281


$
(132,721
)

$
75,634    F-6




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.CONSOLIDATED STATEMENTS OF CASH
    FLOWS (All
    amounts expressed in thousands of U.S. dollars)
  Successor



PredecessorYear Ended


October 14, to



January 1, to


Year EndedDecember 31,


December 31,



October 13,


December 31,2010


2009



2009


2008OPERATING ACTIVITIES:Net loss

$
(94,849
)

$
(37,872
)


$
(125,764
)

$
(39,828
)Adjustments to reconcile net loss to net cash (used in) /
    provided by operating activities:Depreciation and amortization


30,028



3,656




17,368



30,493Impairment losses


39,515








91,601



30,075Provision for doubtful receivables


316








292



1,018Amortization and write-off of deferred financing costs


3,728



1,391




555



1,333Amortization of deferred charter revenue


(3,194
)







(1,694
)


(8,115
)Amortization of backlog asset


13,890



1,992








Amortization of the beneficial conversion feature


14,442



17,000








Change in fair value of derivative financial instruments


(8,449
)


(2,554
)



(3,012
)


6,515Payments for dry-docking / special survey costs


(3,548
)


(1,040
)



(4,306
)


(2,159
)Share-based compensation


2,680



3,958




793



1,083Warrants compensation expense






3,940








Loss / (gain) on sale from vessels


(938
)







5,584



(13,569
)(Increase) decrease in:Trade receivables


(927
)


(783
)



(1,480
)


(1,332
)Other receivables


676



89




1,704



(1,256
)Inventories


617



(110
)



(1,489
)


745Prepaid expenses


700



20




(135
)


714Due from/to managing agent


(2,712
)


455




1,759



654Due from/to related parties


(668
)







49



(643
)Increase (decrease) in:Accounts payable, trade


(823
)


991




6,546



(4,822
)Accrued liabilities


(938
)


4,571




2,206



2,479Deferred income


769



(1,573
)



(1,134
)


(484
)Net cash (used in) / provided by operating activities


(9,685
)


(5,869
)



(10,557
)


2,901INVESTING ACTIVITIES:Vessel acquisitions


(1,601
)











Vessels under construction


(45,126
)











Advances for vessel acquisitions


(3,177
)











Restricted cash


(11,033
)











1,548Cash acquired through business acquisition, net of cash paid


1,561












Other fixed asset acquisitions


(76
)







(63
)


(27
)Proceeds from the sale of vessels


37,263








2,279



59,562Net cash (used in) / provided by investing activities


(22,189
)







2,216



61,083FINANCING ACTIVITIES:Principal repayments of long-term debt


(482,243
)


(57,400
)



(2,280
)


(61,090
)Proceeds from long-term debt


419,445



35,840








Proceeds from senior convertible 7% notes, net






140,718








Restricted cash for debt repayment


(21,038
)


(8,173
)



6,612



(8,471
)Proceeds from the sale and leaseback of vessels


86,800












Capital lease payments


(1,833
)











Payments for deferred charges


(7,982
)











Shareholders contribution






1,139








Proceeds from issuance of common shares


1












4Dividends paid















(2,862
)Net cash (used in) / provided by financing activities


(6,850
)


112,124




4,332



(72,419
)Net (decrease) / increase in cash and cash equivalents


(38,724
)


106,255




(4,009
)


(8,435
)Cash and cash equivalentsBeginning of year / period


106,255








4,009



12,444End of year / period

$
67,531


$
106,255



$



$
4,009Supplemental Cash Flow information:Interest paid

$
23,684


$
663



$
13,140


$
13,453Issuance of common shares for business combination

$
5,210












Issuance of warrants for deferred charges

$
957












Assets disposed in connection with assumed acquisitions

$
8,501












Assets acquired and liabilities assumed under asset acquisitions:- Acquired advances for vessels under construction

$
29,315












- Vessels and other fixed assets, net acquired

$
81,110












- Long-term debt assumed

$
118,868












Acquired other assets / liabilities, net

$
40,098












Assets acquired and liabilities assumed under business
    acquisitions:- Vessels and other fixed assets, net acquired

$
143,808












- Long-term debt assumed

$
154,475












- Other assets and liabilities, net acquired

$
36












    F-7




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.Notes to the Consolidated Financial
    Statements (All
    amounts expressed in thousands of U.S. dollars except share and
    per share data and where otherwise specified)
  1.
    DESCRIPTION
    OF BUSINESS      1-for-12
     F-8




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
      
    ISO 9001 from American Bureau of Shipping Quality Evaluations
    for a quality management system, by consistently providing
    service that meets customer and applicable statutory and
    regulatory requirements, and by enhancing customer satisfaction
    through, among other things, processes for continual improvement;
    ISO 14001 from American Bureau of Shipping for environmental
    management, including policies and objectives targeting legal
    and other requirements; and
    Certificate of Company Compliance by the American Bureau of
    Shipping for safety, quality and environmental requirements of
    the ABS HSQE guide.  Going
    concern
    and/or
   F-9




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
     and/or
  and/or
     F-10




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  2.
    SUBSIDIARIES
    INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS    Successor


PredecessorCountry of



Periods that


Periods thatCompany Name

Incorporation

Nature / Vessel Name

vessel operated


vessel operated1.

Land Marine S.A.

Marshall Islands

Vessel owning
    company(1)

10/14/2009  9/15/2010


3/07/2003  10/13/20092.

Rider Marine S.A.

Marshall Islands

Vessel owning
    company(2)

10/14/2009  4/22/2010


3/18/2003  10/13/20093.

Ostria Waves Ltd.

Marshall Islands

Vessel owning
    company(3)

10/14/2009  9/07/2010


5/25/2004  10/13/20094.

Altius Marine S.A.

Marshall Islands

Newlead
    Avra(4)

10/14/2009  12/31/2010


6/24/2004  10/13/20095.

Fortius Marine S.A.

Marshall Islands

Newlead
    Fortune(5)

10/14/2009  12/31/2010


8/02/2004  10/13/20096.

Ermina Marine Ltd.

Marshall Islands

Vessel owning
    company(6)

10/14/2009  9/07/2010


12/09/2004  10/13/20097.

Chinook Waves Corporation

Marshall Islands

Vessel owning
    company(7)

10/14/2009  4/15/2010


11/30/2005  10/13/20098.

Compass Overseas Ltd.

Bermuda

M/T Newlead
    Compass(8)

10/14/2009  12/31/2010


2/14/2006  10/13/20099.

Compassion Overseas Ltd.

Bermuda

M/T Newlead Compassion

10/14/2009  12/31/2010


6/16/2006  10/13/200910.

Australia Holdings Ltd.

Liberia

M/V Australia

10/14/2009  12/31/2010


11.

Brazil Holdings Ltd.

Liberia

M/V Brazil

10/14/2009  12/31/2010


12.

China Holdings Ltd.

Liberia

M/V China

10/14/2009  12/31/2010


13.

Curby Navigation Ltd.

Liberia

Hull
    S-1125(9)




14.

Newlead Victoria Ltd.

Liberia

M/V Newlead
    Victoria(10)

4/01/2010  12/31/2010


15.

Grand Venetico Inc.

Marshall Islands

M/V Grand Venetico

4/01/2010  12/31/2010


16.

Grand Oceanos Inc.

Liberia

M/V Grand Oceanos

4/01/2010  12/31/2010


17.

Grand Rodosi Inc.

Liberia

M/V Grand Rodosi

4/01/2010  12/31/2010


18.

Challenger Enterprises Ltd.

Liberia

M/V Hiona

4/01/2010  12/31/2010


19.

Crusader Enterprises Ltd.

Liberia

M/V Hiotissa

4/01/2010  12/31/2010


20.

Newlead Shipping S.A.

Panama

Management company




21.

Newlead Bulkers S.A.

Liberia

Management company




22.

Santa Ana Waves Corporation

Marshall Islands

Vessel owning
    company(11)




23.

Makassar Marine Ltd.

Marshall Islands

Vessel owning
    company(12)

10/14/2009  1/07/2010


7/15/2005  10/13/200924.

Seine Marine Ltd.

Marshall Islands

Vessel owning
    company(13)

10/14/2009  1/20/2010


4/26/2005  10/13/200925.

Vintage Marine S.A.

Marshall Islands

Vessel owning
    company(14)




8/05/2004  6/11/200826.

Jubilee Shipholding S.A.

Marshall Islands

Vessel owning
    company(15)




7/26/2004  6/29/200927.

Olympic Galaxy Shipping Ltd.

Marshall Islands

Vessel owning
    company(16)




4/28/2004  6/02/200828.

Dynamic Maritime Co.

Marshall Islands

Vessel owning
    company(17)




6/01/2004  4/30/200829.

AMT Management Ltd.

Marshall Islands

Management company




30.

Newlead Holdings (ex Aries
    Maritime) (US) LLC

United States of America

Operating
    company(18)




31

Abroad Consulting Ltd.

Marshall Islands

Operating
    company(19)




32.

Leading Marine Consultants Inc.

Marshall Islands

Operating company




33.

Ayasha Trading Corporation

Liberia

M/V Newlead Tomi

12/03/2010  12/31/2010


34.

Bethune Properties S.A.

Liberia

Hull N216




35.

Grand Esmeralda Inc.

Liberia

M/V Newlead Esmeralda

7/09/2010  12/31/2010


36.

Grand Markela Inc.

Liberia

M/V Newlead Markela

7/02/2010  12/31/2010


37.

Grand Spartounta Inc.

Marshall Islands

M/V Grand Spartounta

7/02/2010  12/31/2010


38.

Newlead Progress Inc.

Marshall Islands

Vessel owning company




39.

Newlead Prosperity Inc.

Marshall Islands

M/V Newlead Prosperity

10/01/2010  12/31/2010


40.

Grand Affection S.A.

Marshall Islands

Hull 4023




41.

Grand Affinity S.A.

Marshall Islands

Hull 4029




42.

Newlead Stride Inc.

Marshall Islands

Vessel owning company




43.

Grand Victoria Pte Ltd.

Singapore

Vessel owning
    company(20)




44.

Newlead Bulker Holdings Inc.

Marshall Islands

Sub-holding
    company(21)




45.

Newlead Tanker Holdings Inc.

Marshall Islands

Sub-holding
    company(21)




46.

Mote Shipping Ltd.

Malta

Vessel owning
    company(22)




47.

Statesman Shipping Ltd.

Malta

Vessel owning
    company(22)




48.

Trans Continent Navigation Ltd.

Malta

Vessel owning
    company(22)




49.

Trans State Navigation Ltd.

Malta

Vessel owning
    company(22)




50.

Bora Limited

British Virgin Islands

Vessel owning
    company(22)




     1)
    
    M/T High Land was sold on
    September 15, 2010.2)
    
    M/T High Rider was sold and
    delivered to its new owners on April 22, 2010.3)
    
    M/T Ostria was sold on
    September 7, 2010. F-11




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
   4)
    
    M/T Altius was renamed to M/T
    Newlead Avra on February 14, 2010.5)
    
    M/T Fortius was renamed to M/T
    Newlead Fortune on March 11, 2010.6)
    
    M/T Nordanvind was sold on
    September 7, 2010.7)
    
    M/T Chinook was sold and delivered
    to its new owners on April 15, 2010.8)
    
    M/T Stena Compass was renamed M/T
    Newlead Compass on December 22, 2010.9)
    
    On March 30, 2010, NewLead
    acquired Curby Navigation Ltd., a company which was incorporated
    on December 30, 2009.10)
    
    M/V Grand Victoria was renamed M/V
    Newlead Victoria on June 4, 2010.11)
    
    The Company was dissolved on
    November 9, 2010.12)
    
    M/V Saronikos Bridge was sold on
    January 7, 2010.13)
    
    M/V MSC Seine was sold on
    January 20, 2010.14)
    
    M/T Arius was sold on June 11,
    2008.15)
    
    M/V Ocean Hope was sold on
    June 29, 2009.16)
    
    M/V Energy 1 was sold was
    June 2, 2008.17)
    
    M/V MSC Oslo was sold on
    April 30, 2008.18)
    
    Aries Maritime (US) LLC was
    incorporated on October 23, 2008, as a representative
    office in the United States. The company changed its name to
    Newlead Holdings (US) LLC on January 19, 2010.19)
    
    The Company was dissolved on
    June 15, 2010.20)
    
    Previous owner of M/V Grand
    Victoria which was renamed Newlead Victoria (see item 10
    above).21)
    
    Wholly owned entities of Newlead
    Holdings Ltd. both incorporated on October 21, 2010.22)
    
    Vessels M/T High Land, M/T High
    Rider, M/T Altius. M/T Fortius and M/T Ostria were transferred
    from Trans Continent Navigation Ltd, Mote Shipping Ltd,
    Statesman Shipping Ltd, Trans State Navigation Ltd and Bora
    Limited to Altius Marine S.A., Land Marine S.A., Rider Marine
    S.A., Fortius Marine S.A. and Ostria Waves Ltd in November,
    July, August, November 2005 and January 2007, respectively. The
    original acquisitions for these vessels were made on
    June 24, 2004, on March 7, 2003, on March 18,
    2003, on August 2, 2004 and on May 25, 2004,
    respectively.  3.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis
    of Presentation:
           F-12




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
     Principles
    of Consolidation:
        Use of
    Estimates:
  and/or
  Foreign
    Currency Transactions:
    Cash
    and Cash Equivalents:
   F-13




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
   Restricted
    Cash:
    Trade
    Receivables, Net and Other Receivables:
    Inventories:
    Vessels
    and Other Fixed Assets, net:
         F-14




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
     Furniture, fixtures and equipment:

5 yearsComputer equipment and software:

5 years   Assets
    held for sale/Discontinued operations:
      Accounting
    for Special Survey and Dry-docking Costs:
        Impairment
    of Long-lived Assets:
   F-15




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
         Goodwill:
       F-16




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
   Backlog
    asset/Deferred charter revenue:
    Provisions:
      Leases:
    Financing
    Costs:
   F-17




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    Interest
    Expense:
    Accounting
    for Revenue and Expenses:
          Voyage
    Expenses:
    Vessel
    Operating Expenses:
    Insurance
    Claims:
   F-18




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    Pension
    and Retirement Benefit Obligations-Crew:
    Repairs
    and Maintenance:
    Derivative
    Financial Instruments:
        Share-based
    Compensation:
    Warrants:
   F-19




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  Segment
    Reporting:
    (Loss)/Income
    per Share:
    4.
    RECENT
    ACCOUNTING PRONOUNCEMENTS  Fair
    Value Disclosures
    Supplementary
    Pro Forma Information for Business Combinations
   F-20




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  ASU
    2010-28,
    Intangibles  Goodwill and Other (Topic 350): When to
    Perform Step 2 of the Goodwill Impairment Test for Reporting
    Units with Zero or Negative Carrying Amounts (a consensus of the
    FASB Emerging Issues Task Force)
  No. 2010-28, Goodwill and Other (Topic 350): When
    to Perform Step 2 of the Goodwill Impairment Test for Reporting
    Units with Zero or Negative Carrying Amounts
  5.
    BUSINESS
    COMBINATION  Lock-Up Lock-Up
 F-21




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    Fair value onacquisition dateCash and cash equivalents

$
1,661Trade and other receivables, net


1,342Inventories


349Prepaid expenses


950Backlog asset


9,833Vessels


143,808Restricted cash


34Total assets


157,977Accounts payable


7,417Accrued liabilities


1,105Deferred income


352Due to related parties, net


547Deferred charter revenue


3,051Bank debt


154,475Total liabilities


166,947Fair value of net liabilities


8,970Fair value of additional consideration


5,310Goodwill

$
14,280        F-22




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    6.
    GOODWILL         F-23




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    October 13, 2009



October 13, 2009Predecessor



SuccessorContributionsfromValue of


Grandunion





PostAssets


(at historical


Financing


RecapitalizedCarrying



Basis


and Liabilities


basis)


Activities


CarryingValue



Adjustments


Acquired


(5)


(7)


ValuesA



B


C=A+B


D


E


F=C+D+ECash and cash equivalents

$




$



$



$
1,139


$
131,544
(8)

$
132,683Restricted cash


1,898








1,898







(1,498
)(7)


400Trade receivables, net


3,721








3,721











3,721Other receivables


584








584











584Inventories


2,713








2,713



262







2,975Prepaid expenses


1,102








1,102











1,102Backlog asset







7,520
(2)


7,520











7,520Total current assets


10,018




7,520



17,538



1,401



130,046



148,985Vessels and other fixed assets, net


185,813




2,587
(1)


188,400



75,289







263,689Restricted cash



















10,672
(7)


10,672Deferred charges, net


1,018




(1,018
)(3)










8,222
(8)


8,222Goodwill







86,036



86,036











86,036Total non-current assets


186,831




87,605



274,436



75,289



18,894



368,619Total assets

$
196,849



$
95,125


$
291,974


$
76,690


$
148,940


$
517,604Current portion of long-term debt

$
(221,430
)


$



$
(221,430
)

$
(6,240
)

$
193,430
(7)

$
(34,240
)Accounts payable, trade


(10,146
)







(10,146
)










(10,146
)Accrued liabilities


(11,794
)







(11,794
)


(298
)






(12,092
)Deferred income


(673
)







(673
)


(887
)






(1,560
)Derivative financial instruments


(9,439
)







(9,439
)


(2,295
)






(11,734
)Deferred charter revenue


(1,222
)



1,222
(4)














Due to managing agent


(1,599
)







(1,599
)










(1,599
)Total current liabilities


(256,303
)



1,222



(255,081
)


(9,720
)


193,430



(71,371
)Deferred income















(813
)






(813
)Derivative financial instruments



















(3,971
)(8)


(3,971
)7% Convertible senior notes, net



















(44,433
)(8)


(44,433
)Long-term debt















(31,160
)


(193,430
)(7)


(224,590
)Total non-current liabilities















(31,973
)


(241,834
)


(273,807
)Total liabilities


(256,303
)



1,222



(255,081
)


(41,693
)


(48,404
)


(345,178
)Share capital


(24
)







(24
)


(16
)






(40
)Additional paid-in capital


(114,847
)



(96,347
)


(36,869
)


(34,981
)


(100,536
)


(172,386
)Accumulated deficit


174,325
(6)



















Total shareholders equity


59,454




(96,347
)


(36,893
)


(34,997
)


(100,536
)


(172,426
)Total liabilities and shareholders equity

$
(196,849
)


$
(95,125
)

$
(291,974
)

$
(76,690
)

$
(148,940
)

$
(517,604
)     (1)
    
    Vessels and other fixed assets, net
    were adjusted to fair value.(2)
    
    Backlog asset which relates to
    charter-out contracts were determined to have a fair value. F-24




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
   (3)
    
    Deferred charges were valued at $0.(4)
    
    Deferred charter revenue was valued
    at $0.(5)
    
    The assets and liabilities of the
    three vessel owning companies brought into the Company from
    Grandunion were recorded at their historical cost.(6)
    
    Accumulated deficit was transferred
    to additional paid-in capital.(7)
    
    The Companys existing
    syndicate of lenders entered into the new Facility Agreement,
    dated October 13, 2009, which resulted in the
    classification of the debt according to the contractual terms.
    As a result of the new Facility Agreement, the Company complied
    with its covenants, described in Note 15, and on the
    recapitalization date the Companys debt was reclassified
    between its long and short term components based on its
    contractual terms, while the agreement requires restricted cash
    of 5%.(8)
    
    Represents the issuance of the
    7% Notes, described in Note 1, net of discounts. For
    the detailed components of the 7% Notes see discussion in
    Note 16.    2010


2009SUCCESSORBalance at January 1,

$
86,036


$
Goodwill acquired during the year (Note 5)


14,280



86,036Impairment losses


(18,726
)


Balance at December 31,

$
81,590


$
86,036   10-year
   F-25




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  7.
    RESTRICTED
    CASH  As of December 31,


As of December 31,2010


2009Minimum Liquidity

$
250


$
403Retention of proceeds from sale of vessels


1,323



Letters of guarantee for hull and vessels


11,033



Short term restricted cash accounts


12,606



403Minimum Liquidity






9,668Retention of proceeds from sale of vessels


30,669



Letters of guarantee


31



Long term restricted cash accounts


30,700



9,668$
43,306


$
10,071   8.
    INVENTORIES  As of December 31,


As of December 31,2010


2009Bunkers

$
1,656


$
2,075Lubricants


1,330



953Other






57$
2,986


$
3,085  F-26




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  9.
    BACKLOG
    ASSET/DEFERRED CHARTER REVENUE    DeferredBacklog Asset


Charter RevenuePREDECESSORBalance at January 1, 2008

$



$
11,031Amortization






(8,115
)Balance at December 31, 2008






2,916Additions






Amortization






(1,694
)Balance at October 13, 2009






1,222SUCCESSORAdditions






Change in control  basis adjustment


7,520



(1,222
)Amortization


(1,992
)


Balance at December 31, 2009


5,528



Business combination (Note 5)


9,833



3,051Additions


53,186



710Amortization


(13,890
)


(3,194
)Balance at December 31, 2010

$
54,657


$
567Current

$
8,492


$
476Non-current

$
46,165


$
91      F-27




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  10.
    VESSELS
    UNDER CONSTRUCTION    Post-Kamsarmax


Panamax


HandysizeVessels


Vessel


Vessels


TotalBalance January 1, 2010

$



$



$



$
Advance payments in cash


27,500



7,400



7,900



42,800Acquired advances for vessels under construction


19,727







9,588



29,315Capitalized expenses


3,027



398



738



4,163Transfer to vessels cost


(44,025
)










(44,025
)Balance December 31, 2010

$
6,229


$
7,798


$
18,226


$
32,253            F-28




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  11.
    VESSELS
    AND OTHER FIXED ASSETS, NET                 F-29




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
      Leased





Special


Other FixedCost

Vessels


Vessels


Dry Docking


Survey


Assets


TotalPREDECESSORBalance at January 1, 2008

$
479,172


$



$
17,321


$
7,856


$
183


$
504,532Additions










1,140



1,019



27



2,186Disposals  Discontinued operations


(69,003
)






(6,450
)


(822
)






(76,275
)Balance at December 31, 2008


410,169







12,011



8,053



210



430,443Additions










4,761



1,358



63



6,182Disposals  Discontinued operations


(17,224
)






(484
)


(421
)






(18,129
)Balance at October 13, 2009


392,945







16,288



8,990



273



418,496SUCCESSORAdditions










1,333











1,333Additions  Contribution from Grandunion


98,985







5,767











104,752Change in control  basis adjustment


(82,870
)






(16,288
)


(8,990
)


(273
)


(108,421
)Transfer to assets held for sale


(8,400
)


















(8,400
)Balance at December 31, 2009


400,660







7,100











407,760Business combination


143,050















758



143,808Additions


82,711







3,548







76



86,335Transfer from Vessels Under Construction


44,025



















44,025Disposals


(34,338
)






(1,332
)










(35,670
)Transfers from Vessels to Leased Vessels


(87,291
)


87,000















(291
)Balance at December 31, 2010

$
548,817


$
87,000


$
9,316


$



$
834


$
645,967Accumulated Depreciation and AmortizationPREDECESSORBalance at January 1, 2008

$
(89,788
)

$




(9,597
)

$
(4,249
)

$
(60
)

$
(103,694
)Depreciation and Amortization for the year


(25,437
)






(3,775
)


(1,242
)


(39
)


(30,493
)Disposals


25,753







3,959



570







30,282Impairment Loss


(30,075
)


















(30,075
)Balance at December 31, 2008


(119,547
)






(9,413
)


(4,921
)


(99
)


(133,980
)Depreciation and Amortization for the period


(14,073
)






(2,050
)


(1,071
)


(174
)


(17,368
)Impairment loss


(91,601
)


















(91,601
)Disposals


9,361







484



421







10,266Balance at October 13, 2009


(215,860
)






(10,979
)


(5,571
)


(273
)


(232,683
)SUCCESSORAdditions  Contribution from Grandunion


(27,894
)






(1,569
)










(29,463
)Change in control  basis adjustment


94,184







10,979



5,571



273



111,007Depreciation and Amortization for the period


(3,187
)






(469
)










(3,656
)Transfer to assets held for sale


150



















150Balance at December 31, 2009


(152,607
)






(2,038
)










(154,645
)Depreciation and Amortization for the year


(26,139
)


(841
)


(2,781
)






(408
)


(30,169
)Impairment loss (note 3)


(15,662
)


















(15,662
)Accumulated Depreciation of Leasedback Vessels


8,104



















8,104Disposals


1,664







157











1,821Balance at December 31, 2010

$
(184,640
)

$
(841
)

$
(4,662
)

$



$
(408
)

$
(190,551
)PREDECESSORNet book value  January 1, 2008

$
389,384


$



$
7,724


$
3,607


$
123


$
400,838Net book value  December 31, 2008

$
290,622


$



$
2,598


$
3,132


$
111


$
296,463Net book value  October 13, 2009

$
177,085


$



$
5,309


$
3,419


$



$
185,813SUCCESSORNet book value  December 31, 2009

$
248,053


$



$
5,062


$



$



$
253,115Net book value  December 31, 2010

$
364,177


$
86,159


$
4,654


$



$
426


$
455,416  F-30




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  12.
    DEFERRED
    CHARGES, NET    FinancingCosts


Other Costs


TotalPREDECESSORNet Book Value at January 1, 2008

$
2,906


$



$
2,906Amortization


(850
)






(850
)Write-offs


(483
)






(483
)Net Book Value at December 31, 2008


1,573







1,573Amortization


(555
)






(555
)Net Book Value at October 13, 2009

$
1,018


$



$
1,018SUCCESSORChange in control  basis adjustment

$
(1,018
)

$



$
(1,018
)Additions (Note 6)


8,222







8,222Amortization


(1,391
)






(1,391
)Net Book Value at December 31, 2009


6,831







6,831Additions


9,778



255



10,033Amortization


(2,368
)






(2,368
)Write-offs


(1,360
)






(1,360
)Transfer to Vessels Under Construction


(96
)






(96
)Net Book Value at December 31, 2010

$
12,785


$
255


$
13,040        F-31




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  13.
    ACCOUNTS
    PAYABLE, TRADE    As of December 31,


As of December 31,2010


2009Suppliers

$
14,420


$
6,316Vessel purchase obligation


11,079



Agents


803



261Other creditors


9,574



4,471$
35,876


$
11,048   14.
    ACCRUED
    LIABILITIES    As of December 31,


As of December 31,2010


2009Accrued interest

$
7,977


$
5,267Accrued claims


1,521



4,152Other accrued expenses


7,872



7,538$
17,370


$
16,957   15.
    LONG-TERM
    DEBT    20092010





Current PortionDescription

Long-term


Current Portion


Total


Long-term


of Long-term


TotalSyndicate Facility Agreement

$
177,062


$
7,639


$
184,701


$
193,430


$
8,000


$
201,430Marfin Credit Facilities


48,970







48,970



29,600



6,240



35,840West LB Bank Credit Facility


24,875



1,500



26,375











Piraeus Bank Credit Facilities


71,700



7,950



79,650











Kamsarmax syndicate facilities agreements


49,203



3,297



52,500











FBB Credit Facility


20,150



3,200



23,350











EFG Eurobank Credit Facility


11,035



2,100



13,135











Handysize Syndicate Facility Agreement


18,047



1,087



19,134











Balance December 31, 2010

$
421,042


$
26,773


$
447,815


$
223,030


$
14,240


$
237,270    F-32




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  (a)
    Syndicate
    Facility Agreement            
    1.75% if the Companys total shareholders equity
    divided by the Companys total assets, adjusting the book
    value of the Companys fleet to its market value, is equal
    to or greater than 50%;
    2.75% if the Companys total shareholders equity
    divided by the Companys total assets, adjusting the book
    value of the Companys fleet to its market value, is equal
    to or greater than 27.5% but less than 50%; and
    3.25% if the Companys total shareholders equity
    divided by the Companys total assets, adjusting the book
    value of the Companys fleet to its market value, is less
    than 27.5%. F-33




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
       
    the Companys shareholders equity as a percentage of
    the Companys total assets, adjusting the book value of the
    Companys fleet to its market value, must be no less than:      
    the Company must maintain, on a consolidated basis on each
    financial quarter, working capital (as defined in the loan
    facility) of not less than zero dollars ($0);
    the Company must maintain a minimum requirement equal to at
    least 5% of the outstanding loan; and
    the Companys ratio of EBITDA (earnings before interest,
    taxes, depreciation and amortization) to interest payable must
    be no less than;      (b)
    Marfin
    Credit Facilities     F-34




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
         F-35




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  (c)
    Commerzbank
    Credit Facility    (d)
    West LB
    Bank Credit Facility     F-36




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    (e)
    Piraeus
    Bank Credit Facilities        (f)
    Kamsarmax
    Syndicate Facility Agreements   F-37




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
        (g)
    First
    Business Bank (FBB) Credit Facility   F-38




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    (h)
    Emporiki
    Bank Credit Facility    (i)
    EFG
    Eurobank Credit Facility   F-39




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
      (j)
    Handysize
    Syndicate Facility Agreement   F-40




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    Successor



PredecessorOctober 14,



January 1,Year Ended


2009 to



2009 to


Year EndedDecember 31,


December 31,



October 13,


December 31,2010


2009



2009


2008Interest expense

$
25,492


$
5,416



$
9,711


$
13,413Amortization of deferred charges


3,728



1,391




555



850Amortization of the beneficial conversion feature (Note 16)


14,442



17,000








Other expenses


1,237



189




662



1,478$
44,899


$
23,996



$
10,928


$
15,741       December 31, 2011

$
26,773December 31, 2012


30,345December 31, 2013


89,526December 31, 2014


184,358December 31, 2015


52,554Thereafter


64,259$
447,815   16.
    SENIOR
    CONVERTIBLE 7% NOTES   F-41




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
        ASC 815-10-15
  ASC 815-10-15
      7% Notes7% Notes  initially issued

$
(145,000
)Partial conversion of the convertible senior notes


20,0007% Notes  outstanding


(125,000
)Beneficial Conversion Feature


100,536Amortization of the Beneficial Conversion Feature


(17,000
)Make whole fundamental change


34Balance at December 31, 2009


(41,430
)Amortization of the Beneficial Conversion Feature


(14,442
)Make whole fundamental change


(5
)Balance at December 31, 2010

$
(55,877
)   17.
    CAPITAL
    LEASE OBLIGATIONS   F-42




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
        Description

AmountDecember 31, 2011

$
14,592December 31, 2012


14,592December 31, 2013


13,619December 31, 2014


8,755December 31, 2015


8,755Thereafter


64,807Total minimum lease payments


125,120Less: imputed interest


(40,153
)Present value of minimum lease payments


84,967Current portion of capitalized lease obligations


7,648Long term capitalized lease obligations

$
77,319   30-day 30-day
  18.
    SHARE
    BASED COMPENSATION  Equity
    Incentive Plan
   F-43




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
        Restricted
    Common Shares
     F-44




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    WeightedWeighted


AverageNumber of


Average Fair


Vesting PeriodShares


Values


(Years)Outstanding and non-vested shares, as of January 1, 2008
    (Predecessor)


8,334


$
103.68



0.8Granted(1)


28,750



38.88



1.2Vested


(17,084
)


70.08



Outstanding and non-vested shares, as of December 31,
    2008 (Predecessor)


20,000



39.36



1.6Granted(2)


7,293



15.24



0.0Vested


(27,293
)


32.87



Outstanding and non-vested shares, as of October 13,
    2009 (Predecessor)










0.0Granted(3)


390,001



15.13



0.8Vested


(208,334
)


15.24



Outstanding and non-vested shares, as of December 31,
    2009 (Successor)


181,667



15.01



1.8Granted(4)


12,085



11.04



1.2Outstanding and non-vested shares, as of December 31,
    2010 (Successor)


193,752


$
14.76



1.7     (1)
    
    18,750 shares vest over a
    three-year period, 8,334 shares had immediate vesting and
    1,666 shares vests over a two-year period. Vesting for
    these shares was accelerated on the date of recapitalization.(2)
    
    Vested on the date of the
    recapitalization.(3)
    
    208,334 shares had immediate
    vesting, 166,667 have a two-year vesting schedule (at
    January 1, 2011, and 2012), while 15,000 vests in three
    years (at January 1, 2011, 2012, and 2013).(4)
    
    6,668 shares were granted on
    January 1, 2010 and vest over a one year period
    (January 1, 2011). 5,417 shares were granted on
    April 15, 2010 out of which 3,750 vest in three years (at
    January 1, 2011, 2012 and 2013) and 1,667 vest over a
    one year period (January 1, 2011).   F-45




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##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  Share
    options
    WeightedWeighted


Weighted


AverageNumber of


Average


Average Fair


Vesting PeriodOptions


Exercise Price


Value


(Years)Outstanding, as of January 1, 2008 (Predecessor)





$



$




Granted(1)


25,000



104.00



6.20



3.0Outstanding, as of December 31, 2008 (Predecessor)


25,000



104.00



6.20



3.0Outstanding, as of October 13, 2009 (Predecessor)


25,000



104.00



6.20



3.0Granted(2)


250,000



19.80



6.25



3.0Outstanding, as of December 31, 2009 (Successor)


275,000



27.45



6.24



3.0Outstanding, as of December 31, 2010 (Successor)


275,000



27.45



6.99



3.0Exercisable at December 31, 2010


129,167


$
36.10


$
6.90



     (1)
    
    In 2008, the Company granted
    25,000 share options to purchase common shares subject to a
    vesting period of three annual equal installments. The fair
    value of these share option awards has been calculated based on
    the Binomial lattice model method. The Company used this model
    given that the options granted are exercisable at a specified
    time after vesting period (up to 10 years). The assumptions
    utilized in the Binomial lattice valuation model for the share
    option included a dividend yield of 5% and an expected
    volatility of 43%. For the first two vesting dates, the
    risk-free interest rate was 3.8% and the fair value per share
    option amounted to $6.60 with an expected life of 6 years.
    For the third vesting date, the risk-free interest rate was 4.6%
    with an expected life of 10 years, while the fair value per
    share option amounted to $5.40. On October 13, 2009, all
    these shares were vested due to the recapitalization.(2)
    
    In 2009, the Company granted
    250,000 share options to purchase common shares, which vest
    equally over 36 months and are subject to accelerated
    vesting upon certain circumstances. The fair value of these
    share option awards has been calculated based on the Binomial
    lattice model method. The Company used this model given that the
    options granted are exercisable at a specified time after
    vesting period (through five years from October 13, 2009).
    Pursuant to the Board of Directors resolution dated
    October 14, 2010, the exercisable period of these share
    options extended for additional five years, i.e. until
    October 13, 2019. The additional cost of $59 will be
    expensed in the statement of operations according to the vesting
    schedule of the options. The assumptions utilized in the
    Binomial lattice valuation model for the share option included a
    dividend yield of 0% and an expected volatility of 90%. The
    risk-free interest rate was 2.3% and the weighted average fair
    value per share option amounted to $6.25.       F-46




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##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    19.
    COMMON
    SHARES AND DIVIDENDS  Common
    Shares
        Dividends
      20.
    SEGMENT
    INFORMATION   F-47




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##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    Wet


Dry


TotalSuccessor



Predecessor


Successor



Predecessor


Successor



PredecessorYear Ended


October 14, to



January 1, to


Year Ended


October 14, to



January 1, to


Year Ended


October 14, to



January 1, toDecember 31,


December 31,



October 13,


December 31,


December 31,



October 13,


December 31,


December 31,



October 13,2010


2009



2009


2010


2009



2009


2010


2009



2009Operating revenue

$
45,601


$
9,201



$
33,564


$
57,599


$
4,895



$



$
103,200


$
14,096



$
33,564Commissions


(1,268
)


(292
)



(769
)


(1,077
)


(115
)







(2,345
)


(407
)



(769
)Voyage expenses


(17,495
)


(4,548
)



(8,574
)


(1,298
)


(86
)







(18,793
)


(4,634
)



(8,574
)Vessel operating expenses


(18,046
)


(4,694
)



(22,681
)


(21,173
)


(1,836
)







(39,219
)


(6,530
)



(22,681
)General and administrative expenses


(6,045
)


(1,766
)



(4,553
)


(5,136
)


(540
)







(11,181
)


(2,306
)



(4,553
)Management fees


(829
)


(194
)



(900
)


(178
)


(121
)







(1,007
)


(315
)



(900
)Other income/(expense), net


2








40



(7
)











(5
)







40Operating (loss) / income before depreciation and amortization


1,920



(2,293
)



(3,873
)


28,730



2,197








30,650



(96
)



(3,873
)Depreciation and amortization expense


(18,992
)


(2,989
)



(11,813
)


(20,566
)


(1,855
)







(39,558
)


(4,844
)



(11,813
)Impairment losses


(39,515
)







(68,042
)















(39,515
)







(68,042
)Segment operating (loss) / income


(56,587
)


(5,282
)



(83,728
)


8,164



342








(48,423
)


(4,940
)



(83,728
)Transaction costs


(931
)


(6,702
)



(3,442
)


(409
)


(2,234
)







(1,340
)


(8,936
)



(3,442
)Straight line revenue















(467
)











(467
)







Compensation costs


(1,444
)


(587
)



(371
)


(1,236
)


(196
)







(2,680
)


(783
)



(371
)Provision for doubtful receivables


(204
)











(187
)











(391
)







Gain / (loss) on sale from vessels


1,168












(2,728
)











(1,560
)







Interest and finance expense, net


(22,939
)


(18,372
)



(10,928
)


(21,960
)


(5,624
)







(44,899
)


(23,996
)



(10,928
)Interest income


336



177




9



214



59








550



236




9Change in fair value of derivatives


1,179



1,537




3,012



413



1,017








1,592



2,554




3,012Loss from continuing operations

$
(79,422
)

$
(29,229
)


$
(95,448
)

$
(18,196
)

$
(6,636
)


$



$
(97,618
)

$
(35,865
)


$
(95,448
)Total assets

$
262,967


$
388,832







$
498,766


$
96,537







$
761,733


$
485,369




Goodwill

$
53,966


$
65,768







$
27,624


$
20,268







$
81,590


$
86,036




Long lived assets

$
171,948


$
179,516







$
315,721


$
73,599







$
487,669


$
253,115




   F-48




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##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  Wet


Dry


TotalPredecessorYear Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2008


2008


2008Operating revenue

$
56,519


$



$
56,519Commissions


(689
)






(689
)Voyage expenses


(6,323
)






(6,323
)Vessel operating expenses


(19,798
)






(19,798
)General and administrative expenses


(6,733
)






(6,733
)Management fees


(1,404
)






(1,404
)Other expense, net


2







2Operating (loss) / income before depreciation and amortization


21,574







21,574Depreciation and amortization expense


(15,040
)






(15,040
)Impairment losses










Segment operating (loss) / income


6,534







6,534Transaction costs










Straight line revenue










Compensation costs


(1,083
)






(1,083
)Provision for doubtful receivables










Gain on sale from vessels










Interest and finance expense, net


(15,741
)






(15,741
)Interest income


232







232Change in fair value of derivatives


(6,515
)






(6,515
)Loss from continuing operations

$
(16,573
)

$



$
(16,573
)   Segment
    Operating Revenue by Charterers
     F-49




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  21.
    FINANCIAL
    INSTRUMENTS    Fair
    Values
    Warrant
    Derivative Liability
          Interest
    Rate Risk
    Concentration
    of Credit Risk
   F-50




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##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    Interest
    Rate Swaps
        Counter-party
  Fair ValueContract








As of



As ofValue


Termination


Notional


Fixed


Floating


December 31,



December 31,Interest rate swaps

Date


Date


Amount


Rate


Rate


2010



2009SMBC Bank


7/3/2006



4/4/2011


$
20,000



5.63
%


3-month LIBOR


$
(277
)


$
(1,475
)Bank of Ireland


7/3/2006



4/4/2011


$
20,000



5.63
%


3-month LIBOR



(277
)



(1,484
)HSH Nordbank


7/3/2006



4/4/2011


$
20,000



5.63
%


3-month LIBOR



(277
)



(1,483
)Nordea Bank


7/3/2006



4/4/2011


$
20,000



5.63
%


3-month LIBOR



(277
)



(1,481
)Bank of Scotland


7/3/2006



4/4/2011


$
20,000



5.63
%


3-month LIBOR



(277
)



(1,481
)Nordea Bank*


4/3/2008



4/4/2011


$
23,333



4.14
%


3-month LIBOR



(233
)



(1,195
)Bank of Scotland**


4/3/2008



4/3/2011


$
46,667



4.28
%


3-month LIBOR



(242
)



(1,249
)Marfin Egnatia Bank***


9/2/2009



9/2/2014


$
37,400



4.08
%


3-month LIBOR



(1,931
)



(1,926
)Bank of Scotland


7/6/2010



10/15/15


$
63,636



4.01
%


3-month LIBOR



(5,027
)



Bank of Scotland


7/6/2010



10/15/15


$
13,333



4.01
%


3-month LIBOR



(1,143
)



$
(9,961
)


$
(11,774
)   F-51




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  Fair ValueAs of



As ofDecember 31,



December 31,2010



2009Short-term

$
(5,319
)


$
(9,687
)Long-term


(4,642
)



(2,087
)$
(9,961
)


$
(11,774
)  *
    
    Synthetic swap including interest
    rate cap detailed as follows:  Counter-party

Value Date


Termination Date


Notional Amount


CapNordea


4/3/08



4/4/11


$
23,333



4.14
%  **
    
    Synthetic swap including interest
    rate floor detailed as follows:  Counter-party

Value Date


Termination Date


Notional Amount


FloorBank of Scotland


4/3/08



4/3/11


$
23,333



4.285
%  ***
    
    As part of the contribution from
    Grandunion on October 13, 2009, the Company assumed a
    $37,400 interest rate swap by Marfin Egnatia Bank.    Fair
    Value Hierarchy
      Quoted Prices

Significantin Active

Other

SignificantMarkets for

Observable

UnobservableIdentical Assets

Inputs

InputsTotal

(Level 1)

(Level 2)

(Level 3)December 31, 2009LiabilitiesInterest rate swaps

$
11,774


$



$
11,774


$
Warrants

$
5,273


$



$
5,273


$
Make Whole Fundamental Change

$
42


$



$
42


$
December 31, 2010LiabilitiesInterest rate swaps

$
9,961


$



$
9,961


$
Make Whole Fundamental Change

$
0


$



$
0


$
  F-52




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    22.  COMMITMENTS
    AND CONTINGENT LIABILITIES
  (1)
    Commitments  Rental
    Agreements
        December 31, 2011

$
423December 31, 2012


429December 31, 2013


435December 31, 2014


442December 31, 2015


449Thereafter


2,823$
5,001   Commercial
    and Technical Ship Management Agreements
     F-53




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
          Commitment
    exit
    Newbuildings
    (2)
    Contingencies   F-54




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    
    The charterers of the Newlead Avra notified the Company in
    October 2008 of their intention to pursue the following claims
    and notified the appointment of an arbitrator in relation to
    them:  a)
    Damages suffered by
    sub-charterers
    of the vessel relating to remaining on board cargo in New York
    in September 2007;b)
    Damages suffered by
    sub-charterers
    of the vessel as a result of a change in management and the
    consequent dispute regarding oil major approval from October
    2007; andc)
    Damages suffered by
    sub-charterers
    of the vessel resulting from grounding in Houston in October
    2007.    
    The charterers of the Newlead Fortune notified the Company in
    October 2008 of their intention to pursue the following claims,
    and notified the appointment of an arbitrator in relation to
    them:  a)
    Damages as a result of a change in management and the consequent
    dispute regarding oil major approval from October 2007; andb)
    Damages resulting from the creation of hydrogen sulphide in the
    vessels tanks at two ports in the United States.    
    The vessel Grand Rodosi was involved in a collision in October
    2010 with the fishing vessel Apollo S. As of
    December 31, 2010, the Company is not able to reliably
    measure the expected possible losses. However, any amounts to be
    claimed are 100% covered by the P&I Club:  a)
    Value of Apollo S plus expenses  the
    Company has a provided guarantee for A$19,321,242;b)
    Damage to wharf  the Company has a provided guarantee
    for A$3,387,500; andc)
    Pollution cleanup costs  the Company has a provided
    guarantee for A$500,000.  
    The charterers of the Newlead Esmeralda notified the Company in
    November 2010 of their intention to pursue the following claim.
    After discussions with the charterers in March 2011, an
    agreement was reached that neither party would seek security in
    the future for the claims relating to the grounding that
    occurred in March 2010. Based on advice of counsel, the Company
    believes the charterers chances of success are remote.
    Below is a list of the claims:  a)
    Damages for lost income as a result of cargo that was not able
    to be loaded, subsequent to vessels grounding in March
    2010;b)
    Damages resulting from the prolonged storage costs due to the
    inability to place cargo on board the vessel; andc)
    Anticipated costs.   F-55




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    23.
    TAXATION    U.S.-source
    24.
    TRANSACTIONS
    INVOLVING RELATED PARTIES  Management
    Services and Commissions
    Sea
    Breeze
   F-56




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
    Newfront 
    Stamford
    Newlead
    Bulkers S.A.
    Newlead
    Shipping S.A.
    Grandunion
    Inc.
    Terra
    Stabile A.E.
  12-year
 F-57




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
  12-year
  Domina
    Petridou O.E.
  10-year
  Aries
    Energy Corporation
    Transaction
    with other related party
    25.
    DISCONTINUED
    OPERATIONS       F-58




---



##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
        Successor

PredecessorOctober 14,

January 1,Year Ended

2009 to

2009 to

Year EndedDecember 31,

December 31,

October 13,

December 31,2010

2009

2009

2008Operating Revenues

$
1,207


$
1,591


$
11,679


$
22,777Net income / (loss)

$
2,769


$
(2,007
)

$
(30,316
)

$
(23,255
)     26.
    SUBSEQUENT
    EVENTS           F-59




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##### Table of Contents



NEWLEAD
    HOLDINGS LTD.
  Notes to
    the Consolidated Financial Statements
 (All amounts
    expressed in thousands of U.S. dollars except share and per
    share data and where otherwise specified)
     F-60




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Michail
    Zolotas     Dated: June 30, 2011