**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


WASHINGTON,
      D.C. 20549





**FORM
      10-K**


**ANNUAL
      REPORT**


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


**SECURITIES
      EXCHANGE ACT OF 1934**





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


**EXCHANGE
      ACT OF 1934**





For
      the
      fiscal year ended December 31, 2007





OR





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


**EXCHANGE
      ACT OF 1934**





For
      the
      transition period from ________________ to ________________





Commission
      File No.: 001-32941





**Energy
      Infrastructure Acquisition Corp.**


Name
      of
      issuer as specified in its charter)





Delaware
            
            20-3521405(State
                or other jurisdiction of
            
            (I.R.S.
                Employerincorporation
                or organization)
            
            Identification
                No.)





Suite
      1300


1105
      North Market Street


Wilmington,
      Delaware 19899


(address
      of principal executive offices) (Zip Code)





Registrant's
      telephone number, including area code: (302) 655-1771





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





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





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


(Title
      of
      Class)





**Common
      Stock Purchase Warrants**


(Title
      of
      Class)





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


Yes
o No x





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act.


Yes
o No x





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes x No
o





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





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





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





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes x No
o





The
      aggregate market value of the voting and non-voting stock held by non-affiliates
      of the Issuer was $204,228,000 based upon the closing price of Issuer's common
      stock on June 29, 2007, the last business day of the Issuer’s most recently
      completed second fiscal quarter.





Indicate
      the number of shares outstanding of each of the Registrant's classes of common
      stock, as of the latest practicable date. 27,221,747 at March 28,
      2008.





**DOCUMENTS
      INCORPORATED BY REFERENCE: NONE**










TABLE
      OF
      CONTENTS





Part
                I1.
            
            Business
            
            31A.
            
            Risk
                Factors
            
            121B
            
            Unresolved
                Staff Comments
            
            262.
            
            Properties
            
            263.
            
            Legal
                Proceedings
            
            264.
            
            Submission
                of Matters to a Vote of Security Holders
            
            26Part
                II5.
            
            Market
                for Registrant’s Common Equity, Related Stockholder Matters and Issuer
                Purchases of Equity Securities
            
            276.
            
            Selected
                Financial Data
            
            297.
            
            Management's
                Discussion and Analysis of Financial Condition and Result of
                Operations
            
            297A.
            
            Quantitative
                and Qualitative Disclosures About Market Risks
            
            318.
            
            Financial
                Statements and Supplementary Data
            
            319.
            
            Changes
                In and Disagreements With Accountants on Accounting and Financial
                Disclosure
            
            329A.
            
            Controls
                and Procedures
            
            329B.
            
            Other
                Information
            
            32Part
                III10.
            
            Directors
                and Executive Officers of the Registrant
            
            3211.
            
            Executive
                Compensation
            
            3512.
            
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters
            
            3813.
            
            Certain
                Relationships and Related Transactions
            
            3914.
            
            Principal
                Accountant Fees and Services
            
            41Part
                IV15.
            
            Exhibits
                and Financial Statement Schedules
            
            42





2




**PART
      I**


**Item
      1. Business**





**Overview**




We
      are a
      Business Combination CompanyTM, or BCCTM organized under the laws of the State of
      Delaware on August 11, 2005. We were formed to acquire, through a merger,
      capital stock exchange, asset acquisition or other similar business combination,
      one or more businesses that supports the process of bringing energy, in the
      form
      of crude oil, natural and liquefied petroleum gas, and refined and specialized
      products (such as petrochemicals), from production to final consumption
      throughout the world.




On
      July
      17, 2006, Energy Corp., an off-shore company controlled by George Sagredos,
      our
      President and Chief operating Officer, purchased 825,398 units of the Company
      at
      $10.00 per unit in a private placement pursuant to Regulation S under the
      Securities Act of 1933, as amended, for an aggregate purchase price of
      $8,253,980.




On
      July
      21, 2006, we consummated our initial public offering of 20,250,000 units with
      each unit consisting of one share of our common stock and one warrant. Each
      warrant entitles the holder to purchase one share of our common stock at an
      exercise price of $8.00 per share. The units sold in our initial public offering
      were sold at an offering price of $10.00 per unit, generating gross proceeds
      of
      $202,500,000. On August 31, 2006 the underwriters of our initial public offering
      exercised their over allotment option to purchase an additional 675,000 units,
      generating an additional $6,750,000 in gross proceeds. After deducting the
      underwriting discounts and commissions and the offering expenses, the total
      net
      proceeds to us from the private placement and the offering were approximately
      $209,295,702, of which $209,250,000 was deposited into a trust account and
      the
      remaining proceeds of $45,702 became available to be used to provide for
      business, legal and accounting due diligence for a prospective business
      combination and continuing operating expenses. The net proceeds deposited into
      the trust fund remain on deposit in the trust account earning interest. As
      of
      December 31, 2007, there was $217,023,161 held in the trust fund, including
      $7,773,161 of interest accrued. Pursuant to the Trust Agreement between
      Continental Stock Transfer & Trust Company and us, we are entitled to draw
      up to $3,430,111 of interest earned on the proceeds held in the trust account
      to
      fund our working capital requirements. Through December 31, 2007, we drew an
      aggregate of $2,405,078 of interest earned through such date for working capital
      requirements.




The
      prospectus provided to purchasers of our securities in our initial public
      offering indicated that we would target businesses in one or more of the
      following segments:





·
            refining/petrochemical
                plants that convert crude oil into products for consumption in the
                marketplace;


·
            terminalling
                facilities, on land or at sea, that are used to accumulate, store
                and
                distribute various forms of energy and/or petrochemical products;
                and


·
            transportation
                of crude oil, gas or refined products by sea going tanker
                vessels.





**Overview
      of Refining/Petrochemical Sector**




Oil
      refining is the process of separating hydrocarbon atoms present in crude oil
      and
      converting them into marketable finished petroleum products, such as gasoline
      and diesel fuel. Crude oil is commonly referred to in terms of ‘heavy’ or
‘light’ and ‘sweet’ or ‘sour’. The more viscous crudes are ‘heavier,’ and those
      with a higher sulphur content are called ‘sour’ (as opposed to low-sulfur
‘sweet’ crude). The heavier and more sour the crude, the more difficult, time
      consuming and expensive it is to turn it into usable refined
      products.




Demand
      and consumption for crude oil has increased significantly over the past decade
      due to increased cross-border trade, which has lead to growth in the global
      economy. As worldwide crude oil demand has surged, production from OPEC and
      other oil producing nations has increased. Crude oil that is extracted from
      these producing nations tends to be sour crude and thus more expensive and
      time
      consuming to refine. New environmental regulations requiring lower sulfur fuel
      specifications has lead to increased demand for extracting sweet crude oil
      and
      further refining sour crude oil to meet these specifications. Increased time
      spent refining sour crude oil to meet lower sulfur fuel specifications has
      negatively impacted worldwide refining capacity. Decreased refining capacity
      due
      to longer refining times coupled with increased worldwide crude oil demand
      has
      created a significant bottleneck in the energy chain.




3





**Overview
      of Terminalling (Storage) Sector**




Petroleum
      terminals are land or sea based facilities that receive, store and re-deliver
      bulk quantities of crude oil, gasoline and other light petroleum products via
      pipelines, sea vessels or trucks. These facilities, which are used to store
      energy before it is refined and distributed to consumers, are a vital link
      in
      the energy chain. We believe there are several areas in the world where
      opportunities to locate and identify potential target businesses in terminalling
      exist. The acquisition of terminals either close to production or consumption
      areas creates economies of scale, minimizes transportation costs and enables
      more efficient distribution of energy to end users. These factors present
      attractive opportunities for consolidation and growth in the
      following:





·
            areas
                of great shipping traffic such as Gibraltar and Singapore, where
                the
                demand for bunkering (supplying another vessel with fuel) has increased
                over the years and we believe will continue to increase in the
                future;


·
            areas
                with numerous small product streams that are accumulated for shipment,
                such as, the Black Sea, the Baltic Sea, the Arctic and the Caribbean;
                and


·
            areas
                with poor distribution infrastructure and storage capacities, including
                a
                majority of the world’s emerging/developing markets where the demand for
                energy has left these markets behind other industrial regions, such
                as
                South America, India and China.




**Overview
      of Transportation Sector**




The
      transportation of crude oil, gas or refined products by sea going tanker vessels
      is another important link in the energy chain. Energy must be transported from
      producing areas to refineries and then onto locations where consumers
      reside.




The
      world
      tanker fleet is divided into two primary categories: crude oil and product
      tankers. As indicated below, crude oil tankers carry only crude oil and are
      very
      large sea vessel while product tankers carry only refined products and are
      smaller see vessels than crude oil tankers. Tanker charters of wet cargo will
      typically charter the appropriate sized tanker based on the length of journey,
      cargo size and port and canal restrictions. Crude oil tankers are typically
      larger than product tankers. The four major tanker categories with reference
      to
      size are:




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


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


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


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




We
      believe that the demand for sea going transportation followed the increased
      worldwide demand for energy. This demand created significant opportunities
      to
      take advantage of certain sectors where increased vessel production has created
      oversupply, especially with VLCC’s. We believe that oversupply of tankers may
      present an investment opportunity because it historically contributes to
      depressing acquisition values. For example, if a tanker fleet is part of an
      overall investment package, including an oil refinery and terminal, this fleet
      could most probably be allocated to service the cargo contracts and requirements
      of the mainstream business we may acquire (refinery/terminal). In other words,
      it could be used to either transfer the crude oil required for the refinery
      process or the finished product of the refinery (clean products) or be used
      as a
      floating storage facility.




On
      December 3, 2007, we entered into a Share Purchase Agreement with our
      wholly-owned subsidiary Energy Infrastructure Merger Corporation, a Marshall
      Islands corporation, or Energy Merger, and Vanship Holdings Limited, a Liberian
      corporation, or Vanship, which was amended and restated on February 6, 2008.
      Pursuant to the terms of the Share Purchase Agreement, Energy Merger will
      purchase all of the outstanding shares of each of nine special purpose vehicles,
      or SPVs (each of which SPV owns one VLCC), from Vanship for an aggregate
      purchase price of $778,000,000, consisting of $643,000,000 in cash (reduced
      by
      the aggregate amount of net indebtedness of the SPVs at the time of the
      completion of the business combination and subject to other closing adjustments)
      and 13,500,000 shares of common stock of Energy Merger. In addition to such
      purchase price, Energy Merger will be obligated to effect the transfer of
      425,000 warrants of Energy Merger from one of Energy Infrastructure's initial
      stockholders to Vanship upon completion of the Business Combination and Vanship
      may receive an additional 3,000,000 shares of Energy Merger common stock
      following each of the first and second anniversaries of the Business Combination
      (6,000,000 shares in the aggregate), subject to certain annual earning criteria
      of the vessels in Energy Merger’s initial fleet. We have entered into an
      Agreement and Plan of Merger with Energy Merger, pursuant to which we will
      merge
      with and into Energy Merger immediately prior to completion of the Business
      Combination.




4




Upon
      delivery of the outstanding shares of the SPVs from Vanship, Energy Merger’s
      fleet will be comprised of five double hull VLCCs and four single hull VLCCs.
      These VLCCs transport crude oil principally from the Middle East to Asia. The
      vessels have a combined cargo-carrying capacity of 2,519,213 deadweight tons
      and
      are expected to have an average age of approximately 12.9 years upon completion
      of the Business Combination. The vessels are currently 100% chartered out and
      are expected to have an average remaining charter life of approximately 5.7
      years upon completion of the business combination.





**Management
      and Board Expertise**




Our
      executive officers and directors have extensive experience in the energy
      industry as managers, principals or directors of worldwide energy companies.
      In
      addition, they collectively comprise a formidable pool of expertise covering
      the
      key areas of the energy industry, with more than 100 years of total experience
      in negotiating and structuring transactions in the areas in which we will
      attempt to compete. Subsequent to the consummation of a business combination,
      we
      believe that the strengths of our management team, particularly their extensive
      operations experience in the energy industry, will be valuable with respect
      to
      operating any business we may acquire.





**Regulations**





*Government
      Regulation*




Government
      regulation significantly affects the energy industry, including international
      conventions, national, state and local laws and regulations in force in the
      countries in which we may operate. Because these laws and regulations are
      frequently changed and may impose increasingly stricter requirements, we cannot
      predict the ultimate cost of complying with these requirements, or the impact
      of
      these requirements on our proposed business.





*Environmental
      Regulation*




We
      will
      be subject to numerous national and local environmental laws and regulations
      relating to our operations and activities. Current and proposed fuel and product
      specifications under a number of environmental laws could have a significant
      effect on our profitability. Environmental laws and regulations could also
      require us to remediate or otherwise redress the effects on the environment
      of
      prior disposal or release of chemicals or petroleum substances. Such
      contingencies may exist for various sites, including storage facilities,
      refineries, chemicals plants and waste disposal areas. The extent and cost
      of
      future environmental restoration, remediation and abatement programs are often
      inherently difficult to estimate. They depend on the magnitude of any possible
      contamination, the timing and extent of the corrective actions required and
      our
      share of liability relative to that of other solvent responsible parties. Our
      operations will also be subject to environmental and common law claims for
      personal injury and property damage caused by the release of chemicals,
      hazardous materials or petroleum substances.





*United
      States Regulation*




The
      Clean
      Air Act and its regulations require, among other things, new fuel specifications
      and sulphur reductions, enhanced monitoring of major sources of specified
      pollutants; stringent air emission limits and new operating permits for chemical
      plants, refineries, marine and distribution terminals; and risk management
      plans
      for storage of hazardous substances. In addition, the Clean Water Act is
      designed to protect and enhance the quality of U.S. surface waters by regulating
      the discharge of wastewater and other discharges from both onshore and offshore
      operations. Facilities are required to obtain permits for most surface water
      discharges, install control equipment and implement operational controls and
      preventative measures, including spill prevention and control plans.




5




The
      Resource Conservation and Recovery Act, or RCRA, regulates the storage,
      handling, treatment, transportation and disposal of hazardous and non-hazardous
      wastes. It also requires the investigation and remediation of certain locations
      at a facility where such wastes have been handled, released or disposed of.
      Our
      facilities may generate and handle a number of wastes regulated by RCRA that
      are
      subject to investigation and corrective action.




Under
      the
      Comprehensive Environmental Response, Compensation, and Liability Act, also
      known as CERCLA or Superfund, waste generators, site owners, facility operators
      and certain other parties are strictly liable for part or all of the cost of
      addressing sites contaminated by spills or waste disposal regardless of fault
      or
      the amount of waste sent to a site. Additionally, each state has laws similar
      to
      CERCLA.




The
      Petroleum Marketing Practices Act, or PMPA, is a federal law that governs the
      relationship between a refiner and a distributor pursuant to which the refiner
      permits a distributor to use a trademark in connection with the sale or
      distribution of motor fuel. The PMPA provides that a refiner may not terminate
      or fail to renew its distributor contracts unless certain enumerated
      preconditions or grounds for termination or nonrenewal are met and it also
      complies with prescribed notice requirements. The PMPA provides that
      distributors may enforce the provisions of the act through civil actions against
      the refiner. If we terminate or fail to renew one or more of our distributor
      contracts in the absence of the specific grounds permitted by the PMPA, or
      fail
      to comply with the prescribed notice requirements in effecting a termination
      or
      nonrenewal, those distributors may file lawsuits against us to compel
      continuation of their contracts or to recover damages from us.




In
      addition, we are regulated under the Oil Pollution Act, which amended the Clean
      Water Act. Among other requirements, the Oil Pollution Act requires the owner or
      operator of a tank vessel or facility to maintain an emergency oil response
      plan
      to respond to releases of oil or hazardous substances. We have developed and
      implemented such a plan for each of our facilities covered by the Oil Pollution
      Act. Also, in case of such releases, the Oil Pollution Act requires responsible
      parties to pay the resulting removal costs and damages, provides for substantial
      civil penalties, and authorizes the imposition of criminal and civil sanctions
      for violations. States where we have operations have similar laws to the Oil
      Pollution Act. As a result of our operations, spills of oil and other hazardous
      substances could occur at our facilities.




Other
      significant legislation includes the Toxic Substances Control Act, which
      regulates the development, testing, import, export and introduction of new
      chemical products into commerce; the Occupational Safety and Health Act which
      imposes workplace safety and health, training and process standards to reduce
      the risks of chemical exposure and injury to employees; the Emergency Planning
      and Community Right-to-Know Act, which requires emergency planning and spill
      notification as well as public disclosure of chemical usage and emissions.
      In
      addition, the U.S. Department of Transportation through agencies such as the
      Office of Pipeline Safety and the Office of Hazardous Materials Safety regulates
      in a comprehensive manner the transportation of products such as gasoline and
      chemicals to protect the health and safety of the public.





*European
      Union Regulation*




Within
      the European Union, member states either apply the Directives of the European
      Commission or enact regulations. By joint agreement, European Union Directives
      may also be applied within countries outside of Europe.




A
      European Commission Directive for a system of Integrated Pollution Prevention
      and Control, or IPPC, was approved in 1996. This system requires the issuance
      of
      permits through the application of Best Available Techniques, also know as
      BAT.
      In the event that the use of BAT results in the breach of an environmental
      quality standard, plant emissions must be reduced. The Directive encompasses
      most activities and processes undertaken by the oil and petrochemical industry
      within the European Union.




The
      European Union Large Combustion Plant Directive sets emission limit values
      for
      sulphur dioxide, nitrogen oxides and particulates from large combustion plants.
      It also required phased reductions in emissions from existing large combustion
      plants. The second important set of air emission regulations that may affect
      our
      operations is the Air Quality Framework Directive and its three set of
      directives on ambient air quality assessment and management, which prescribe,
      among other things, ambient limit values for sulphur dioxide, oxides of
      nitrogen, particulate matter, lead, carbon monoxide, ozone, cadmium, arsenic,
      nickel, mercury and polyaromatic hydrocarbons.




The
      European Commission’s Clean Air for Europe Program is expected to lead to the
      publication of a Thematic Strategy on Air Pollution, or TSAP. TSAP will outline
      the environmental objectives for air quality and measures to be taken to achieve
      the Commission’s objectives.




6




In
      Europe
      there is no overall soil protection regulation, although proposals on measures
      may be presented by the European Commission in the near future. Certain
      individual member states have soil protection policies. Each has its own
      contaminated land regulations.




The
      European Commission adopted an official proposal on October 29, 2003 for a
      future regulation on European Chemical Policy referred to as the Registration,
      Evaluation and Authorization of Chemicals, or REACH. This proposal is now being
      discussed by the European Parliament and Council. Although oil and natural
      gas
      have been temporarily exempted from the scope under the current proposal, about
      30,000 other chemicals will have to be re-registered and evaluated. This could
      affect our refinery products and chemicals manufactured and imported in the
      European Union. Local costs could also be associated with further testing,
      data
      availability systems, management and administration.




The
      European Commission adopted a Directive on Environmental Liability on April
      21,
      2004. The proposal seeks to implement a strict liability approach for damage
      to
      biodiversity and services lost from high-risk operations by April 30, 2007.
      Member states are considering how to implement the regime. Possibilities of
      damage insurance, increased preventive provisions and injunctive relief to
      third
      parties are also possible.




Other
      environment-related existing regulations which may have an impact on our
      operations include the Major Hazards Directive which requires emergency
      planning, public disclosure of emergency plans and ensuring that hazards are
      assessed, and effective emergency management systems are in place; the Water
      Framework Directive which includes protection of groundwater; and the Framework
      Directive on Waste to ensure that waste is recovered or disposed without
      endangering human health and without using processes or methods which could
      harm
      the environment.





*Maritime
      Oil Spill Regulation*




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




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





·
            natural
                resources damages and the costs of assessment
                thereof;


·
            real
                and personal property damages;


·
            net
                loss of taxes, royalties, rents, fees and other lost
                revenues;


·
            lost
                profits or impairment of earning capacity due to property or natural
                resources damage; and


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




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





*Other
      environmental initiatives*




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




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




7





*Security
      regulation*




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





·
            on-board
                installation of automatic information systems, or AIS, to enhance
                vessel-to-vessel and vessel-to-shore communications;


·
            on-board
                installation of ship security alert systems;


·
            the
                development of vessel security plans; and


·
            compliance
                with flag state security certification requirements.




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





**Effecting
      a Business Combination**





*General*




We
      are
      not presently engaged in any substantive commercial business. We intend to
      utilize cash derived from the proceeds of our public offering, the Regulation
      S
      private placement and loans from our President and Chief Operating Officer
      (excluding any funds held for the benefit of the underwriters, Maxim Group
      LLC
      or redeeming stockholders), our capital stock, debt or a combination of these
      in
      effecting a business combination.





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




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





·
            earnings
                and growth potential;


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


·
            growth
                potential;


·
            capital
                requirements;


·
            competitive
                position;


·
            financial
                condition and results of operation;


·
            barriers
                to entry into the energy and related
                industries;


·
            stage
                of development of the products, processes or
                services;


·
            breadth
                of services offered;


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




8




·
            regulatory
                environment of the industry; and


·
            costs
                associated with effecting the business combination.




**Fair
      Market Value of Target Business**




Pursuant
      to the terms of our initial public offering, the initial target business that
      we
      acquire must have a fair market value equal to at least 80% of the amount in
      the
      Trust Account (exclusive of the underwriters’ contingent compensation and Maxim
      Group LLC’s contingent placement fees being held in the Trust Account) at the
      time of the Business Combination, determined by our board of directors based
      on
      standards generally accepted by the financial community, such as actual and
      potential sales, earnings, cash flow and book value. Although we are not
      required to obtain an opinion from an investment banking firm as to fair market
      value if our board independently determines that the target business has
      sufficient fair market value, we have obtained a fairness opinion from New
      Century Capital Partners, an investment banking firm.





*Possible
      lack of business diversification*




While
      we
      may seek to effect business combinations with more than one target business,
      our
      initial business combination must be with a target business that satisfies
      the
      minimum valuation standard at the time of such acquisition, as discussed above.
      Consequently, it is likely that we will have the ability to effect only one,
      or
      perhaps, two business combinations. Accordingly, for an indefinite period of
      time, the prospects for our future viability may be entirely dependent upon
      the
      future performance of a single business. Unlike other entities which may have
      the resources to complete several business combinations of entities operating
      in
      multiple industries or multiple areas of a single industry, it is probable
      that
      we will not have the resources to diversify our operations or benefit from
      the
      possible spreading of risks or offsetting of losses. By consummating a business
      combination with only a single entity, our lack of diversification
      may:





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


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




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





*Limited
      ability to evaluate the target business’ management*




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





*Opportunity
      for stockholder approval of business combination*




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




9




In
      connection with the vote required for any business combination, all of our
      existing stockholders, including all of our officers and directors, have agreed
      to vote their respective shares of common stock owned by them immediately prior
      to the public offering, and the Regulation S private placement, in accordance
      with the vote of the majority of the shares of common stock issued in the public
      offering and the Regulation S private placement. Our existing stockholders
      have
      agreed to vote all the shares of our common stock acquired in the public
      offering, in the Regulation S private placement, upon conversion of convertible
      debt or in the aftermarket in favor of any transaction that they negotiate
      and
      present for approval to our stockholders. We will proceed with the business
      combination only if a majority of the shares of common stock voted by the
      holders of the common stock included in the units sold in the public offering
      and in the Regulation S private placement are voted in favor of the business
      combination and public stockholders owning less than 30% of the shares sold
      in
      the public offering and the Regulation S private placement exercise their
      redemption rights.





*Redemption
      rights*




At
      the
      time we seek stockholder approval of any business combination, we will offer
      each public stockholder the right to have such stockholder’s shares of common
      stock redeemed for cash if the stockholder votes against the business
      combination and the business combination is approved and completed. The actual
      per-share redemption price will be equal to $10.00 per share (plus a portion
      of
      the interest earned, but net of (i) taxes payable on interest earned, (ii)
      up to
      $3,430,111 of interest income released to us to fund our working capital, (iii)
      payment of quarterly interest payments on the convertible loans and repayment
      of
      the convertible loans, if not converted, and (iv) repayment of the term loan,
      plus accrued interest). Any determination of the portion of interest payable
      to
      public stockholders redeeming their common stock shall be made on a pro rata
      basis, in relation to all the public stockholders through the date of
      redemption. An eligible stockholder may request redemption at any time after
      the
      mailing to our stockholders of the proxy statement and prior to the vote taken
      with respect to a proposed business combination at a meeting held for that
      purpose, but the request will not be granted unless the stockholder votes
      against the business combination and the business combination is approved and
      completed. If a stockholder votes against the business combination but fails
      to
      properly exercise its redemption rights, such stockholder will not have its
      shares of common stock redeemed. Any request for redemption, once made, may
      be
      withdrawn at any time up to the date of the meeting. It is anticipated that
      the
      funds to be distributed to stockholders entitled to redeem their shares who
      elect redemption will be distributed promptly after completion of a business
      combination. Public stockholders who redeem their stock for their share of
      the
      trust account still have the right to exercise the warrants that they received
      as part of the units. We will not complete any business combination if public
      stockholders, owning 30% or more of the total number of shares sold in the
      public offering and the Regulation S private placement exercise their redemption
      rights. Even if less than 30% of the stockholders exercise their redemption
      rights, we may be unable to consummate a business combination if such redemption
      leaves us with funds less than a fair market value equal to 80% of the amount
      in
      the trust account (excluding any funds held for the benefit of the underwriters
      and Maxim Group LLC) at the time of such acquisition which amount is required
      as
      a condition to the consummation of our initial business combination, and we
      may
      be forced to find additional financing to consummate such a business
      combination, consummate a different business combination or liquidate. The
      securities issued in the Regulation S private placement do not have redemption
      rights.




**Liquidation
      If No Business Combination**




If
      we do
      not complete a business combination with a target business by July 21, 2008,
      we
      will be dissolved as a part of a plan of dissolution and liquidation in
      accordance with the applicable provisions of General Corporation Law of the
      State of Delaware, or DGCL, and will distribute to holders of shares that were
      initially issued in its initial public offering, in proportion to their
      respective equity interests, sums in the Trust Account, inclusive of any
      interest, plus any remaining available assets. In the event we seek stockholder
      approval for a plan of dissolution and distribution and do not obtain such
      approval, we will nonetheless continue to pursue stockholder approval for our
      dissolution. Pursuant to the terms of our Amended and Restated Certificate
      of
      Incorporation, our directors have agreed to dissolve after July 21, 2008
      (assuming that there has been no business combination consummated), and our
      powers following the expiration of the permitted time period for consummating
      a
      business combination will automatically thereafter be limited to acts and
      activities relating to dissolving and winding up its affairs, including
      liquidation. The funds held in the Trust Account may not be distributed except
      upon our dissolution and, unless and until such approval is obtained from our
      stockholders, the funds held in the Trust Account will not be released.
      Consequently, holders of a majority of our outstanding stock must approve our
      dissolution in order to receive the funds held in the Trust Account and the
      funds will not be available for any other corporate purpose. Immediately upon
      the approval by our stockholders of a plan of dissolution and distribution,
      we
      will liquidate the Trust Account to the holders of shares that were initially
      issued in its initial public offering (subject to any provision for unpaid
      claims against us which we are advised must or should be withheld). Our
      stockholders who acquired their shares prior to our initial public offering
      have
      waived their rights to participate in any liquidation distribution with respect
      to shares of common stock owned by them prior to the initial public offering.
      There will be no distribution from the Trust Account with respect to our
      warrants.




10




We
      expect
      that all costs associated with the implementation and completion of our plan
      of
      dissolution and liquidation, which we currently estimate to be approximately
      $60,000 to $85,000, will be funded by any funds not held in the Trust Account.
      There currently are not, and may not at that time, be sufficient funds for
      such
      purpose, in which event we would have to seek funding or other accommodation
      to
      complete the dissolution and liquidation.




We
      currently believe that any plan of dissolution and distribution would proceed
      in
      the following manner:




·
            our
                board of directors will, consistent with its obligations described
                in our
                charter to dissolve, prior to the passing of such deadline, convene
                and
                adopt a specific plan of dissolution and distribution, which it will
                then
                vote to recommend to its stockholders; at such time it will also
                cause to
                be prepared a preliminary proxy statement setting out such plan of
                dissolution and distribution and the board’s recommendation of such
                plan;




·
            upon
                such deadline, we would file the preliminary proxy statement with
                the
                SEC;




·
            if
                the SEC does not review the preliminary proxy statement, then
                approximately ten days following the passing of such deadline, we
                will
                mail the proxy statement to our stockholders, and approximately 30
                days
                following the passing of such deadline we will convene a meeting
                of our
                stockholders at which they will either approve or reject the plan
                of
                dissolution and distribution; and




·
            if
                the SEC does review the preliminary proxy statement, we estimate
                that we
                will receive the SEC’s comments approximately 30 days following the
                passing of such deadline. We will mail the proxy statements to our
                stockholders following the conclusion of the comment and review process
                (the length of which cannot be predicted with certainty), and we
                will
                convene a meeting of our stockholders at which they will either approve
                or
                reject our plan of dissolution and
                distribution.




In
      the
      event we seek stockholder approval for a plan of dissolution and
      distribution and do not obtain such approval, we will nonetheless continue
      to
      pursue stockholder approval for our dissolution. Pursuant to the terms of our
      charter, our powers following the expiration of the permitted time period for
      consummating a business combination will automatically thereafter be limited
      to
      acts and activities relating to dissolving and winding up our affairs, including
      liquidation. The funds held in the Trust Account may not be distributed except
      upon our dissolution (subject to certain third party claims) and, unless and
      until such approval is obtained from our stockholders, the funds held in its
      Trust Account will not be released (subject to such third party claims).
      Consequently, holders of a majority of our outstanding stock must approve our
      dissolution in order to receive the funds held in the Trust Account and the
      funds will not be available for any other corporate purpose (although they
      may
      be subject to such third party claims). In addition, if we seek approval from
      our stockholders to consummate a business combination within 90 days of July
      21,
      2008, the date by which we are required to consummate a business combination,
      the proxy statement related to such business combination will also seek
      stockholder approval for our board’s recommended plan of distribution and
      dissolution, in the event our stockholders do not approve such business
      combination. If no proxy statement seeking the approval of our stockholders
      for
      a business combination has been filed 30 days prior to July 21, 2008, our board
      will, prior to such date, convene, adopt and recommend to our stockholders
      a
      plan of dissolution and distribution and on such date file a proxy statement
      with the SEC seeking stockholder approval for such plan. Immediately upon the
      approval by our stockholders of our plan of dissolution and distribution, we
      will liquidate the Trust Account to the holders of our shares initially
      purchased in our initial public offering.





**Competition**




If
      we do
      not ultimately consummate the transaction with Vanship, we may encounter intense
      competition in connection with identifying, evaluating and selecting a target
      from other entities having a business objective similar to ours. Many of these
      entities possess greater technical, human and other resources than us and our
      financial resources will be relatively limited when contrasted with those of
      many of these competitors, which may limit our ability to compete in acquiring
      certain sizable target businesses. This inherent competitive limitation gives
      others an advantage in pursuing the acquisition of a target business. Further:





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


·
            our
                obligation to redeem for cash up to 6,525,118 shares of common stock
                held
                by our public stockholders in certain instances will limit the manner
                in
                which we may structure a business combination (i.e., we will not
                be able
                to undertake an all cash acquisition transaction) and may reduce
                the
                resources available to us for this purpose, as well as for funding
                a
                target company’s business;




11




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


·
            the
                requirement to acquire either an operating business or assets, or
                a
                combination thereof, that has a fair market value equal to at least
                80% of
                the trust account (exclusive of underwriters’ contingent compensation and
                Maxim Group LLC’s contingent placement fee to be held in the trust
                account) at the time of the acquisition could require us to acquire
                several companies, or closely related operating businesses and/or
                assets
                from different parties at the same time, all of which sales would
                be
                contingent on the closings of the other sales, which could make it
                more
                difficult to consummate the business
                combination.




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




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




**Property**




We
      maintain our executive offices at Suite 1300, 1105 North Market Street,
      Wilmington, Delaware 19899 and our telephone number is (302) 656-1771. We
      sublease these premises from Wilmington Trust SP Services, Inc., a Delaware
      corporation, or Wilmington Trust. Wilmington Trust provides us with certain
      administrative, technology and secretarial services, as well as the use of
      certain limited office space at this location at an annual cost of $10,000
      pursuant to an agreement between us and Wilmington Trust.




**Employees**




We
      do not
      have any full time employees. We have four officers, two of whom are also
      members of its board of directors. These individuals are not obligated to
      contribute any specific number of hours per week and since our initial public
      offering, have devoted such time as they deem necessary to our affairs. The
      amount of time they devote in any time period varies based on the availability
      of suitable target businesses to investigate.





**Item
      1A. Risk factors**





**Risks
      associated with our business**





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




We
      are a
      recently incorporated development-stage company with no operating results to
      date. We will not generate any revenue (other than interest income on the
      proceeds of our public offering) until, at the earliest, after the consummation
      of a business combination. Due to our limited operating history, our
      stockholders have no basis to evaluate our business objective, which is to
      acquire an operating business.





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




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




12





***If
      third parties bring claims against us, the proceeds held in trust could be
      reduced and the per-share liquidation value receivable by our public
      stockholders from the trust account as part of our plan of dissolution and
      liquidation will be less than $10.00 per share.***




Our
      placing of funds in trust may not protect those funds from third party claims
      against us. Although we will seek to have all vendors, prospective target
      businesses or other entities with which we execute agreements waive any right,
      title, interest or claim of any kind in or to any monies held in the trust
      account for the benefit of our public stockholders, there is no guarantee that
      they will execute such agreements, or even if they execute such agreements
      that
      they would be prevented from bringing claims against the trust account
      including, but not limited to, claims alleging fraudulent inducement, breach
      of
      fiduciary responsibility or other similar claims, as well as claims challenging
      the enforceability of the waiver, in each case in order to gain an advantage
      with a claim against our assets, including the funds held in the trust account.
      If any third party refused to execute an agreement waiving such claims to the
      monies held in the trust account, we would perform an analysis of the
      alternatives available to us if we chose not to engage such third party and
      evaluate if such engagement would be in the best interest of our stockholders
      if
      such third party refused to waive such claims. Examples of possible instances
      where we may engage a third party that refused to execute a waiver include
      the
      engagement of a third party consultant whose particular expertise or skills
      are
      believed by management to be significantly superior to those of other
      consultants that would agree to execute a waiver or in cases where management
      is
      unable to find a provider of required services willing to provide the waiver.
      In
      any event, our management would perform an analysis of the alternatives
      available to it and would only enter into an agreement with a third party that
      did not execute a waiver if management believed that such third party’s
      engagement would be significantly more beneficial to us than any alternative.
      In
      addition, there is no guarantee that such entities will agree to waive any
      claims they may have in the future as a result of, or arising out of, any
      negotiations, contracts or agreements with us and not seek recourse against
      the
      trust account for any reason.




Accordingly,
      the proceeds held in trust could be subject to claims that could take priority
      over the claims of our public stockholders and the per-share liquidation value
      receivable by our public stockholders could be less than the $10.00 per share
      held in the trust account, plus interest (net of any taxes due on such interest,
      which taxes, if any, shall be paid from the trust account), due to claims of
      such creditors. If we are unable to complete a business combination and dissolve
      the company, each of our officers and directors will be personally liable to
      the
      extent of their pro rata beneficial interest in our company immediately prior
      to
      the public offering, if we did not obtain a valid and enforceable waiver from
      any vendor, prospective target business or other entity of any rights or claims
      by such creditors to the trust account, to ensure that the proceeds in the
      trust
      account are not reduced by the claims of various vendors, prospective target
      businesses or other entities that are owed money by us for services rendered
      or
      products sold to us, to the extent necessary to ensure that such claims do
      not
      reduce the amount in the trust account. Prior to the public offering, six of
      our
      directors and officers collectively owned on a beneficial basis all of our
      outstanding shares of common stock. Based on information we have obtained from
      such individuals, we currently believe that such persons are of substantial
      means and capable of funding a shortfall in our trust account, even though
      we
      have not asked them to reserve for such an eventuality. However, we cannot
      assure you that our directors will be able to satisfy those obligations. We
      believe the likelihood of our directors having to indemnify the trust account
      is
      limited because we will endeavor to have all vendors and prospective target
      businesses as well as other entities execute agreements with us waiving any
      right, title, interest or claim of any kind in or to monies held in the trust
      account. We also will have access to any funds available outside the trust
      account or released to us to fund working capital requirements with which to
      pay
      any such potential claims (including costs and expenses incurred in connection
      with our plan of dissolution and liquidation currently estimated at
      approximately $50,000 to $75,000). The indemnification provisions are set forth
      in the insider letters, dated as of June 6, 2006, executed by each of our
      officers and directors. The insider letters specifically set forth that in
      the
      event we obtain a valid and enforceable waiver of any right, title, interest
      or
      claim of any kind in or to any monies held in the trust account for the benefit
      of our stockholders from a vendor, prospective target business or other entity,
      the indemnification will not be available. In the event that our board
      recommends and our stockholders approve a plan of dissolution and liquidation
      where it is subsequently determined that the reserve for claims and liabilities
      is insufficient, stockholders who received a return of funds from our trust
      account as part of its liquidation could be liable for claims made by
      creditors.




Additionally,
      if we are forced to file a bankruptcy case or an involuntary bankruptcy case
      is
      filed against us which is not dismissed, the funds held in our trust account
      will be subject to applicable bankruptcy law, and may be included in our
      bankruptcy estate and subject to the claims of third parties with priority
      over
      the claims of our stockholders. To the extent any bankruptcy claims deplete
      the
      trust account we cannot assure you we will be able to return to our public
      stockholders the liquidation amounts due them.





***We
      will dissolve and liquidate if we do not consummate a business combination
      and
      our stockholders may be held liable for claims by third parties against us
      to
      the extent of distributions received by them.***




We
      will
      dissolve and liquidate our trust account to our public stockholders if we do
      not
      complete a business combination within 18 months after the consummation of
      our
      public offering (or within 24 months after the consummation of the public
      offering if certain extension criteria are satisfied). Under Sections 280
      through 282 of the Delaware General Corporation Law, stockholders may be held
      liable for claims by third parties against a corporation to the extent of
      distributions received by them in a dissolution. If a corporation complies
      with
      certain procedures intended to ensure that it makes reasonable provision for
      all
      claims against it, including a 60-day notice period during which any third-party
      claims can be brought against the corporation, a 90-day period during which
      the
      corporation may reject any claims brought, and an additional 150-day waiting
      period before any liquidating distributions are made to stockholders, any
      liability of stockholders with respect to a liquidating distribution is limited
      to the lesser of such stockholder’s pro rata share of the claim or the amount
      distributed to the stockholder, and any liability of the stockholder would
      be
      barred after the third anniversary of the dissolution. Although we will seek
      stockholder approval to liquidate the trust account to our public stockholders
      as part of our plan of dissolution and liquidation, we do not intend to comply
      with those procedures. In the event that our board of directors recommends
      and
      the stockholders approve a plan of dissolution and liquidation where it is
      subsequently determined that the reserve for claims and liabilities was
      insufficient, stockholders who received a return of funds could be liable for
      claims made by creditors. As such, our stockholders could potentially be liable
      for any claims to the extent of distributions received by them in a dissolution
      and any such liability of our stockholders will likely extend beyond the third
      anniversary of such dissolution. Accordingly, we cannot assure you that third
      parties will not seek to recover from our stockholders amounts owed to them
      by
      us.




13





***The
      procedures we must follow under Delaware law and our amended and restated
      certificate of incorporation if we dissolve and liquidate may result in
      substantial delays in the liquidation of our trust account to our public
      stockholders as part of our plan of dissolution and
      distribution.***




Pursuant
      to, among other documents, our amended and restated certificate of
      incorporation, if we do not complete a business combination within 18 months
      after the consummation of our public offering, or within 24 months after the
      consummation of the public offering if the extension criteria have been
      satisfied, we will be required to dissolve, liquidate and wind up in compliance
      with the provisions of the Delaware General Corporation Law. In addition, in
      the
      event we seek stockholder approval for a plan of dissolution and distribution
      and do not obtain such approval, we will nonetheless continue to pursue
      stockholder approval for our dissolution. The funds held in our trust account
      may not be distributed except upon our dissolution and, unless and until such
      approval is obtained from our stockholders, the funds held in our trust account
      will not be released. Consequently, holders of a majority of our outstanding
      stock must approve our dissolution in order to receive the funds held in our
      trust account and the funds will not be available for any other corporate
      purpose. The procedures required for us to liquidate under the Delaware General
      Corporation Law, or a vote to reject any plan of dissolution and distribution
      by
      our stockholders, may result in substantial delays in the liquidation of our
      trust account to our public stockholders as part of our plan of dissolution
      and
      distribution.





***If
      we do not consummate a business combination and dissolve, payments from the
      trust account to our public stockholders may be
      delayed.***




We
      currently believe that any plan of dissolution and liquidation subsequent to
      the
      expiration of the 18 and 24 month deadlines would proceed in approximately
      the
      following manner:





·
            our
                board of directors will, consistent with its obligations described
                in our
                charter to dissolve, prior to the passing of such deadline, convene
                and
                adopt a specific plan of dissolution and distribution, which it will
                then
                vote to recommend to its stockholders; at such time it will also
                cause to
                be prepared a preliminary proxy statement setting out such plan of
                dissolution and distribution and the board’s recommendation of such
                plan;


·
            upon
                such deadline, we would file the preliminary proxy statement with
                the
                SEC;


·
            if
                the SEC does not review the preliminary proxy statement, then
                approximately ten days following the passing of such deadline, we
                will
                mail the proxy statement to our stockholders, and approximately 30
                days
                following the passing of such deadline we will convene a meeting
                of our
                stockholders at which they will either approve or reject the plan
                of
                dissolution and distribution; and


·
            if
                the SEC does review the preliminary proxy statement, we estimate
                that we
                will receive the SEC’s comments approximately 30 days following the
                passing of such deadline. We will mail the proxy statements to our
                stockholders following the conclusion of the comment and review process
                (the length of which cannot be predicted with certainty), and we
                will
                convene a meeting of our stockholders at which they will either approve
                or
                reject our plan of dissolution and
                distribution.




In
      the
      event we seek stockholder approval for a plan of dissolution and liquidation
      and
      do not obtain such approval, we will nonetheless continue to pursue stockholder
      approval for our dissolution. Pursuant to the terms of our amended and restated
      certificate of incorporation, our powers following the expiration of the
      permitted time periods for consummating a business combination will
      automatically thereafter be limited to acts and activities relating to
      dissolving and winding up our affairs, including liquidation. The funds held
      in
      our trust account may not be distributed except upon our dissolution and, unless
      and until such approval is obtained from our stockholders, the funds held in
      our
      trust account will not be released. Consequently, holders of a majority of
      our
      outstanding stock must approve our dissolution in order to receive the funds
      held in our trust account and the funds will not be available for any other
      corporate purpose.




***Our
        Amended and Restated Certificate of Incorporation provides for mandatory
        liquidation of the Company, without stockholder approval, in the event that
        we
        do not consummate a business combination by July 21, 2008, which raises
        substantial doubt about our ability to continue as a going
        concern.***
 
 Our
        independent registered public accounting firm for the fiscal year ended December
        31, 2007 has included a qualification in its audit report referring to our
        mandatory liquidation if a business combination is not consummated by July
        21,
        2008.
 
 On
        December 3, 2007, the we executed a definitive agreement to acquire certain
        operating assets. This transaction is subject to various closing conditions,
        including the approval of the our stockholders, the preparation and execution
        of
        definitive transaction documents, the preparation of audited financial
        statements of the entities to be acquired, and compliance with various
        securities laws and regulations. If we are not able to consummate this
        transaction by July 21, 2008, we will dissolve and liquidate.




14




The
      procedures required for us to liquidate under the Delaware law, or a vote to
      reject any plan of dissolution and liquidation by our stockholders, may result
      in substantial delays in the liquidation of our trust account to our public
      stockholders as part of our plan of dissolution and liquidation.





***We
      may choose to redeem our outstanding warrants at a time that is disadvantageous
      to our warrant holders.***




Subject
      to there being a current prospectus under the Securities Act of 1933 with
      respect to the shares of common stock issuable upon exercise of the warrants,
      we
      may redeem the warrants issued as a part of our units at any time after the
      warrants become exercisable in whole and not in part, at a price of $.01 per
      warrant, upon a minimum of 30 days’ prior written notice of redemption, if and
      only if, the last sales price of our common stock equals or exceeds $14.25
      per
      share for any 20 trading days within a 30 trading day period ending three
      business days before we send the notice of redemption. Redemption of the
      warrants could force the warrant holders (i) to exercise the warrants and pay
      the exercise price therefore at a time when it may be disadvantageous for the
      holders to do so, (ii) to sell the warrants at the then current market price
      when they might otherwise wish to hold the warrants, or (iii) to accept the
      nominal redemption price which, at the time the warrants are called for
      redemption, is likely to be substantially less than the market value of the
      warrants.





***Although
      we are required to use our best efforts to have an effective registration
      statement covering the issuance of the shares underlying the warrants at the
      time that our warrant holders exercise their warrants, we cannot guarantee
      that
      a registration statement will be effective, in which case our warrant holders
      may not be able to exercise our warrants.***




Holders
      of our warrants will be able to exercise the warrants only if (i) a current
      registration statement under the Securities Act of 1933 relating to the shares
      of our common stock underlying the warrants is then effective and (ii) such
      shares are qualified for sale or exempt from qualification under the applicable
      securities laws of the states in which the various holders of warrants reside.
      Although we have undertaken in the Warrant Agreement, and therefore have a
      contractual obligation, to use our best efforts to maintain a current
      registration statement covering the shares underlying the warrants to the extent
      required by federal securities laws, and we intend to comply with such
      undertaking, we cannot assure that we will be able to do so. In addition, we
      have agreed to use our reasonable efforts to register the shares underlying
      the
      warrants under the blue sky laws of the states of residence of the exercising
      warrantholders, to the extent an exemption is not available. The value of the
      warrants may be greatly reduced if a registration statement covering the shares
      issuable upon the exercise of the warrants is not kept current or if the
      securities are not qualified, or exempt from qualification, in the states in
      which the holders of warrants reside. Holders of warrants who reside in
      jurisdictions in which the shares underlying the warrants are not qualified
      and
      in which there is no exemption will be unable to exercise their warrants and
      would either have to sell their warrants in the open market or allow them to
      expire unexercised. If and when the warrants become redeemable by us, we may
      exercise our redemption right even if we are unable to qualify the underlying
      securities for sale under all applicable state securities laws.




Because
      the units sold in the Regulation S private placement were originally issued
      pursuant to an exemption from registration requirements under the federal
      securities laws, the holders of the warrants contained in such units will be
      able to exercise their warrants even if, at the time of exercise, a prospectus
      relating to the common stock issuable upon exercise of such warrants is not
      current. As a result, the holders of the warrants purchased in the Regulation
      S
      private placement will not have any restrictions with respect to the exercise
      of
      their warrants. As described above, the holders of the warrants purchased in
      the
      public offering will not be able to exercise them unless we have a current
      registration statement covering the shares issuable upon their
      exercise.





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




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





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




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




15




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




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





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


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


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




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


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




Our
      officers and directors (and their nominees) beneficially own approximately
      22.4%
      of our issued and outstanding shares of common stock, which could permit them
      to
      effectively influence the outcome of all matters requiring approval by our
      stockholders at such time, including the approval of our initial business
      combination, and, following such business combination, the election of directors
      and approval of significant corporate transactions. Furthermore, our board
      of
      directors is divided into three classes, each of which will generally serve
      for
      a term of three years with only one class of directors being elected in each
      year. It is unlikely that there will be an annual meeting of stockholders to
      elect new directors prior to the consummation of a business combination, in
      which case all of the current directors will continue in office at least until
      the consummation of the business combination. If there is an annual meeting,
      as
      a consequence of our “staggered” board of directors, only a minority of the
      board of directors will be considered for election and our existing
      stockholders, because of their ownership position, will have considerable
      influence regarding the outcome. Accordingly, our existing stockholders will
      continue to exert control at least until the consummation of a business
      combination.





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




We
      are
      dependent upon sufficient interest being earned on the proceeds held in the
      trust account to provide us with the additional working capital we will need
      to
      search for a target company and consummate a business combination. While we
      are
      entitled to up to $3,430,111 of the interest earned on the trust account, if
      interest rates were to decline substantially, we may not have sufficient funds
      available to complete a business combination. In such event, we would need
      to
      borrow funds from our insiders or others or be forced to liquidate.





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




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




16





***None
      of our officers or directors has ever been associated with a blank check company
      which could adversely affect our ability to consummate a business combination.***




None
      of
      our officers or directors has ever been associated with a blank check company.
      Accordingly, you may not have sufficient information with which to evaluate
      the
      ability of our management team to identify and complete a business combination
      using the proceeds of the public offering and the Regulation S private
      placement. Our management’s lack of experience in operating a blank check
      company could adversely affect our ability to consummate a business combination
      and force us to liquidate.





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




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





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




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





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




Our
      officers and directors may in the future become affiliated with entities,
      including other “blank check” companies, engaged in business activities similar
      to those intended to be conducted by us. Additionally, our officers and
      directors may become aware of business opportunities which may be appropriate
      for presentation to us as well as the other entities with which they are or
      may
      be affiliated. Further, certain of our officers and directors are currently
      involved in other businesses that are similar to the business activities that
      we
      intend to conduct following a business combination. Due to these existing
      affiliations, they may have fiduciary obligations to present potential business
      opportunities to those entities prior to presenting them to us which could
      cause
      additional conflicts of interest. Accordingly, they may have conflicts of
      interest in determining to which entity a particular business opportunity should
      be presented. For a complete discussion of our management’s business
      affiliations and the potential conflicts of interest that you should be aware
      of, see the sections below entitled “Management — Directors and Executive
      Officers” and “Management — Conflicts of Interest.” We cannot assure you that
      these conflicts will be resolved in our favor.




17





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




Certain
      of our stockholders, including our officers and directors, who beneficially
      own
      shares of our common stock (which were issued prior to the public offering),
      have waived their right to receive distributions with respect to those shares
      upon our liquidation if we fail to complete a business combination.
      Additionally, Energy Corp., an off-shore company controlled by Mr. George
      Sagredos, our President and Chief Operating Officer, has agreed to waive its
      right to liquidation distributions with respect to the shares included in units
      it purchased in the Regulation S private placement. Similarly, the holder of
      the
      convertible loans has agreed to waive such right to liquidation distributions
      with respect to the shares issuable upon its conversion. The shares and warrants
      beneficially owned by our officers and directors and their affiliates will
      be
      worthless if we do not consummate a business combination. Accordingly, the
      personal and financial interests of our officers and directors may influence
      their motivation in identifying and selecting a target business and completing
      a
      business combination timely. Consequently, our directors’ and officers’
discretion in identifying and selecting a suitable target business may result
      in
      a conflict of interest when determining whether the terms, conditions and timing
      of a particular business combination are appropriate and in our stockholders’
best interest.





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




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





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




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





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


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




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




18





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




We
      expect
      to encounter intense competition from other entities having a business objective
      similar to ours, including venture capital funds, leveraged buyout funds and
      operating businesses competing for acquisitions. Many of these entities are
      well
      established and have extensive experience in identifying and effecting business
      combinations directly or through affiliates. Many of these competitors possess
      greater technical, human and other resources than we do and our financial
      resources will be relatively limited when contrasted with those of many of
      these
      competitors. While we believe that there are numerous potential target
      businesses that we could acquire with the net proceeds of the public offering
      offering, our ability to compete in acquiring certain sizable target businesses
      will be limited by our available financial resources. This inherent competitive
      limitation gives others an advantage in pursuing the acquisition of certain
      target businesses. Further, the obligation we have to seek stockholder approval
      of a business combination may delay the consummation of a transaction, and
      our
      obligation to redeem for cash up to 29.99% of the total number of shares of
      common stock sold in our public offering and the Regulation S private placement
      in certain instances will limit the manner in which we can structure a business
      combination (i.e. we will not be able to undertake an all cash acquisition)
      and
      may reduce the resources available to us for such purpose, as well as for
      funding a target company’s business. Additionally, our outstanding warrants, and
      the future dilution they potentially represent, may not be viewed favorably
      by
      certain target businesses. Any of these obligations may place us at a
      competitive disadvantage in successfully negotiating a business combination.





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




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





**Risks
      associated with our acquisition of a target business in the energy
      industry**





***The
      energy industry is highly competitive.***




The
      production, refining, terminalling and transportation industries are highly
      competitive. There is strong competition, both within the production and
      refining of energy industries and with other related industries, in supplying
      the fuel needs of commerce, industry and the home. Competition puts pressure
      on
      product prices, affects oil products marketing and requires continuous
      management focus on reducing unit costs and improving efficiency. Many of our
      competitors are fully integrated companies engaged on a national and/or
      international basis in many segments of the energy industry, on scales that
      may
      be much larger than ours. Large oil companies, because of the diversity and
      integration of their operations, larger capitalization and greater resources,
      may be better able to withstand volatile market conditions, compete on the
      basis
      of price, and more readily obtain oil, gas and petrochemicals in times of
      shortages.




19





***The
      price volatility of crude oil depends upon many factors that are beyond our
      control and could adversely affect our profitability.***




If
      we
      consummate a business combination with a target company in the business of
      refining crude oil, we anticipate that our refining and marketing earnings,
      profitability and cash flows will depend on the margin above fixed and variable
      expenses (including the cost of refinery feedstock’s, such as crude oil) at
      which we are able to sell refined products. Refining margins historically have
      been volatile, and are likely to continue to be volatile, as a result of a
      variety of factors, including fluctuations in the prices of crude oil. Prices
      of
      crude oil, other feedstock’s and refined products depend on numerous factors
      beyond our control, including the supply of and demand for crude oil. Such
      supply and demand are affected by, among other things:





·
            changes
                in global and local economic
                conditions;


·
            domestic
                and foreign demand for fuel products, especially in the United States,
                China and India;


·
            worldwide
                political conditions, particularly in significant oil-producing regions
                such as the Middle East, West Africa and
                Venezuela;


·
            the
                level of foreign and domestic production of crude oil and refined
                products;


·
            development
                and marketing of alternative and competing fuels;
                and


·
            local
                factors, including market conditions, weather conditions and the
                level of
                operations of other refineries and pipelines in our
                markets.




A
      large,
      rapid increase in crude oil prices would adversely affect our operating margins
      if the increased cost of raw materials could not be passed to our customers
      on a
      timely basis, and would adversely affect our sales volumes if consumption of
      refined products, particularly gasoline, were to decline as a result of such
      price increases. A sudden drop in crude oil prices would adversely affect our
      operating margins since wholesale prices typically decline promptly in response
      thereto, while we will be paying the higher crude oil prices until our crude
      supply at such higher prices is processed. The prices which we may obtain for
      our refined products are also affected by regional factors, such as local market
      conditions and the operations of competing refiners of petroleum products as
      well as seasonal factors influencing demand for such products.





***We
      may be subject to interruptions of supply as a result of relying on pipelines
      for transportation of crude oil and refined products.***




If
      we
      consummate a business combination with a target business in the refining
      industry, our refinery or refineries may rely heavily on pipelines to receive
      all or substantially all of its crude oil and we may deliver a substantial
      percentage of its refined products through pipelines. We could experience an
      interruption of supply or delivery, or an increased cost of receiving crude
      oil
      and delivering refined products to market, if the ability of these pipelines
      to
      transport crude oil or refined products is disrupted because of accidents,
      governmental regulation, terrorism, other third-party action or any of the
      types
      of events described in the preceding risk factor. Our prolonged inability to
      use
      any of the pipelines that we use to transport crude oil or refined products
      could have a material adverse effect on our business, financial condition and
      results of operations.





***If
      we consummate a business combination with a target (business) in the refining
      industry, we may experience difficulties in marketing some of our
      products.***




Our
      ability to market the products of a target business we acquired may depend
      on:





·
            obtaining
                the financing necessary to develop our feedstock, such as crude oil,
                to
                the point where production is available for
                sale;


·
            the
                proximity, capacity and cost of pipelines and other facilities for
                the
                transportation of crude oil and refined
                products;


·
            the
                quantity and quality of the refined products produced;
                and


·
            the
                availability of viable purchasers willing to buy our refined
                products.





***If
      a business combination involves the ownership of vessels, such vessels could
      be
      arrested by maritime claimants, which could result in the interruption of
      business and have an adverse effect on revenue and profitability.***




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




20





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




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





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




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





***The
      dangers inherent in the production, refining, terminalling or transporting
      and
      storing of energy could cause disruptions and could expose us to potentially
      significant losses, costs or liabilities.***




If
      we
      consummate a business combination with a target business in the production,
      refining, terminalling or transportation of energy industry, our operations
      may
      be subject to significant hazards and risks inherent in refining operations
      and
      in transporting and storing crude oil, intermediate products and refined
      products. These hazards and risks include, but are not limited to, natural
      disasters, fires, explosions, pipeline ruptures and spills, third party
      interference and mechanical failure of equipment, any of which could result
      in
      production and distribution difficulties and disruptions, environmental
      pollution, personal injury or wrongful death claims and other damage to our
      properties and the properties of others. Any such event at a refining,
      terminalling or transportation facility could significantly disrupt our
      production and distribution of refined products, and any sustained disruption
      could have a material adverse effect on our acquired business, financial
      condition and results of operations.





***The
      energy industry is subject to intense governmental
      regulation.***




The
      energy industry is subject to regulation and intervention by governments
      throughout the world in such matters as exploration and production interests,
      environmental protection controls, controls over the development and
      decommissioning of a field (including restrictions on production) and, possibly,
      nationalization, expropriation, cancellation or non-renewal of contract rights.
      The energy industry is also subject to the payment of royalties and taxation,
      which tend to be high compared with those payable in respect of other commercial
      activities and operates in certain tax jurisdictions which have a degree of
      uncertainty relating to the interpretation of, and changes to, tax law. As
      a
      result of new laws and regulations or other factors, we could be required to
      curtail or cease certain operations.




21





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




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





***Our
      operations may harm the environment.***




We
      will
      attempt to conduct our activities in such a manner that there is no or minimum
      damage to the environment. However, risk could arise if we do not apply our
      resources to overcome the perceived trade-off between global access to energy
      and the protection or improvement of the natural environment.





***Inherent
      in our operations are hazards which require continual oversight and control.***




If
      we
      consummate a business combination, we may be engaged in transporting and
      refining materials with potential toxicity in the course of our business. There
      is a risk of loss of containment of hydrocarbons and other hazardous material
      at
      operating sites and during transportation. If operational risks materialized
      it
      could result in loss of life, damage to the environment or loss of
      production.





***Conservation
      measures and technological advances could reduce demand for oil and
      gas.***




Fuel
      conservation measures, alternative fuel requirements, increasing consumer demand
      for alternatives to oil and gas, technological advances in fuel economy and
      energy generation devices could reduce demand for oil and gas. We cannot predict
      the impact of the changing demand for oil and gas services and products, and
      any
      major changes may have a material adverse effect on our business, financial
      condition, results of operations and cash flows.





***Political
      instability could harm our business.***




We
      may
      target businesses that have operations in developing countries where political,
      economic and social transition is taking place. Some countries have experienced
      political instability, expropriation or nationalization of property, civil
      strife, strikes, acts of war and insurrections. Any of these conditions
      occurring could disrupt or terminate our operations, causing our operations
      to
      be curtailed or terminated in these areas or our production to decline and
      could
      cause us to incur additional costs.





***Our
      business is subject to foreign currency risks.***




Crude
      oil
      prices are generally set in U.S. dollars while sales of refined products may
      be
      in a variety of currencies. If we consummate a business combination with a
      target business with operations outside of the United States, our business
      will
      be subject to foreign currency risks. These risks include





·
            difficulty
                in converting local currencies to U.S. dollars;
                and


·
            the
                market for conversion of local currency into other currencies may
                deteriorate or cease to exist.




Fluctuation
      in exchange rates can therefore give rise to foreign exchange
      exposures.





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




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




22





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




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





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




We
      anticipate engaging the services of one or more management companies to provide
      technical and management services, relating to the operation of vessels, storage
      facilities and/or refineries. If members of existing management remain our
      officers or directors post business combination, it is possible that these
      management services will be performed by management companies that are
      controlled by one or more of our existing stockholders, officers or directors.
      The management companies may receive fees and commissions in connection with
      their services rendered. The relationships between our officers and directors
      and the applicable management companies may give rise to conflicts of interest
      between us on the one hand and the management companies on the other. In
      addition, some of our officers and directors also may hold senior management
      positions with one or more of these management companies. In light of their
      positions, these individuals may experience conflicts of interest in selecting
      between our interests and those of the applicable management
      companies.





***Because
      certain financial information will be required to be provided to our
      stockholders in connection with a proposed business combination, prospective
      target businesses may be limited.***




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





***If
      we choose to enter the shipping industry and we re-incorporate in a foreign
      jurisdiction, we may become subject to United States Federal income taxation
      on
      our United States source shipping income.***




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




23




**Risks
      associated with our securities**





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




Following
      our public offering, as part of the units, we issued warrants to purchase
      21,750,398 shares of common stock (which includes the units sold in the
      Regulation S private placement). In addition, we reserved (i) up to an
      additional 3,585,000 shares of common stock issuable upon exercise of options
      to
      be issued to Messrs. Sagredos and Theotokis and (ii) up to an additional 631,500
      shares of common stock underlying 315,750 units issuable upon conversion of
      a
      loan to be made by an off-shore company controlled by Mr. Sagredos. To the
      extent we issue shares of common stock to effect a business combination, the
      potential for the issuance of substantial numbers of additional shares upon
      exercise or conversion of these warrants, options and convertible debt could
      make us a less attractive acquisition vehicle in the eyes of a target business
      as such securities, when exercised or converted, will increase the number of
      issued and outstanding shares of our common stock and reduce the value of the
      shares issued to complete the business combination. Accordingly, our warrants,
      options and convertible debt may make it more difficult to effectuate a business
      combination or increase the cost of the target business. Additionally, the
      sale,
      or even the possibility of sale, of the shares underlying the warrants, options
      and convertible debt could have an adverse effect on the market price for our
      securities or on our ability to obtain future public financing. If and to the
      extent these warrants, options and convertible debt are exercised or converted,
      you may experience dilution to your holdings.





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




Certain
      of our stockholders are entitled to demand that we register the resale of the
      5,268,849 shares of common stock they acquired prior to our public offering
      at
      any time after the date on which their shares are released from escrow, which,
      except in limited circumstances, will not be before July 18, 2009. Furthermore,
      we have agreed to grant demand registration rights with respect to the
      securities underlying the 825,398 units purchased in the Regulation S private
      placement and the securities underlying the 268,500 units issuable upon
      conversion of the convertible loans at any time after we announce that we have
      entered a letter of intent, an agreement in principle or a definitive agreement
      in connection with a business combination. We have also agreed to apply our
      best
      efforts to register the 3,585,000 shares of common stock underlying the options
      we issued to Messrs. Sagredos and Theotokis upon the closing of the public
      offering. If the stockholders exercise their registration rights with respect
      to
      all of their shares of common stock, then there will be up to an additional
      9,947,747 shares of common stock (assuming that the convertible loans are
      converted and all of the options granted to Messrs. Sagredos and Theotokis
      have
      vested and are exercised) eligible for trading in the public market. The
      presence of this additional number of shares of common stock eligible for
      trading in the public market may have an adverse effect on the market price
      of
      our common stock. In addition, the existence of these rights may make it more
      difficult to effectuate a business combination or increase the cost of the
      target business, as the stockholders of the target business may be discouraged
      from entering into a business combination with us or request a higher price
      for
      their securities as a result of these registration rights and the potential
      future effect their exercise may have on the trading market for our common
      stock.





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




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




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




·
            a
                limited availability of market quotations for our securities;




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




24




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




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





***An
      investment in our securities may involve adverse tax consequences because the
      redemption and liquidation price per share may be greater than the investor’s
      per share purchase price.***




While
      we
      intend to take a contrary position, there is a risk that an investor’s
      entitlement to receive payments in excess of the investor’s tax basis in our
      common stock upon exercise of the investor’s redemption right or upon our
      liquidation will result in constructive income to the investor, which could
      affect the timing and character of income recognition and result in a tax
      liability to the investor without the investor’s receipt of cash from us. Such
      risk might also arise as a result of management’s agreement to surrender shares
      if and to the extent investors exercise their redemption rights. Prospective
      investors are urged to consult their own tax advisors with respect to these
      tax
      risks, as well as the specific tax consequences to them of purchasing, holding
      or disposing of our units.





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




We
      may be
      deemed to be an investment company, as defined under Sections 3(a)(1)(A) and
      (C)
      of the Investment Company Act of 1940 because, prior to the consummation of
      a
      business combination, we may be viewed as engaging in the business of investing
      in securities and we will own investment securities having a value exceeding
      forty percent of our total assets. If we are deemed to be an investment company
      under the Investment Company Act of 1940, our activities may be restricted,
      including:




·
            restrictions
                on the nature of our investments;
                and




·
            restrictions
                on the issuance of securities;




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




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




·
            registration
                as an investment company;




·
            adoption
                of a specific form of corporate structure; and




·
            reporting,
                record keeping, voting, proxy and disclosure requirements and other
                rules
                and regulations.




However,
      we do not believe that our anticipated principal activities will subject us
      to
      the Investment Company Act of 1940. To this end, the proceeds held in trust
      may
      only be invested by the trust agent in Treasury Bills issued by the United
      States with maturity dates of 180 days or less or in money market funds meeting
      certain conditions under Rule 2a-7 promulgated under the Investment Company
      Act
      of 1940. By restricting the investment of the proceeds to these instruments,
      we
      intend to avoid being deemed an investment company within the meaning of the
      Investment Company Act of 1940. Our securities are not intended for persons
      who
      are seeking a return on investments in government securities. The trust account
      and the purchase of government securities for the trust account is intended
      as a
      holding place for funds pending the earlier to occur of either: (i) the
      consummation of our primary business objective, which is a business combination,
      or (ii) absent a business combination, our dissolution and return of the funds
      held in the trust account to our public stockholders as part of our plan of
      dissolution and liquidation. Notwithstanding our belief that we are not required
      to comply with the requirements of such act, in the event that the stockholders
      do not approve a plan of dissolution and liquidation and the funds remain in
      the
      trust account for an indeterminable amount of time, we may be considered to
      be
      an investment company and thus required to comply with such act. If we were
      deemed to be subject to the act, compliance with these additional regulatory
      burdens would require additional expense that we have not allotted for.




25




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




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




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




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





**Item
      1B. Unresolved Staff Comments**





None





**Item
      2. Properties**





We
      maintain our executive offices at Suite 1300, 1105 North Market Street,
      Wilmington, DE 19899. Wilmington Trust SP Services, Inc. has agreed to provide
      us with certain administrative, technology and secretarial services, as well
      as
      the use of certain limited office space at this location at an annual cost
      of
      $10,000 pursuant to an agreement between us and Wilmington Trust. We consider
      our current office space adequate for our current operations.




**Item
      3. Legal Proceedings**





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




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





We
      held
      our 2007 annual meeting of stockholders on December 19, 2007. At the meeting
      David Wong, Maximos Kremos and Peter Blumen were each re-elected to serve a
      three year term as director. Mr. Wong received 14,548,904 votes for his
      re-election, with 78,127 votes withheld. Mr. Kremos received 14,548,984 votes
      for his re-election, with 78,047 votes withheld. Mr. Blumen received 14,546,084
      votes for his re-election, with 80,947 votes withheld. The terms of Andreas
      Theotokis, Arie Silverberg, George Sagredos, Marios Pantazopoulos, Jonathan
      Kollek and Philippe Meyer continued after the meeting.





In
      addition, at the 2007 annual meeting, the stockholders ratified the appointment
      of Goldstein Golub Kessler LLP (“GGK”) as our independent auditors for the year
      ended December 12, 2007. 14,608,531 votes were cast in favor of the ratification
      of the appointment of GGK and 13,000 votes were cast against the ratification
      of
      the appointment of GGK.




26





**PART
      II**





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





The
      Company’s common stock and warrants are traded on the American Stock Exchange
      under the symbols “EEI” and “EII - WT,” respectively. The Company’s Units were
      traded on the American Stock Exchange under the symbol EEIU from July 21, 2006
      to October 4, 2006, on which date the Units ceased trading and Common Stock
      and
      Warrants began to trade separately. The Company’s securities did not trade on
      any market or exchange prior to July 21, 2006. The following table sets forth
      the high and low prices, for the period indicated, for the Company’s securities
      from the commencement of trading through December 31, 2007 as reported by the
      American Stock Exchange.





**Common
                Stock**
            
            **Warrants**
            
            **Units****High**
            
            **Low**
            
            **High**
            
            **Low**
            
            **High**
            
            **Low****2007**Fourth
                Quarter
            
            $
            10.83
            
            $
            9.71
            
            $
            1.30
            
            $
            0.95
            
            
            --
            
            
            --Third
                Quarter
            
            $
            9.92
            
            $
            9.61
            
            
            1.61
            
            $
            0.82
            
            
            --
            
            
            --Second
                Quarter
            
            $
            9.99
            
            $
            9.56
            
            
            1.67
            
            $
            0.80
            
            
            --
            
            
            --First
                Quarter
            
            $
            10.50
            
            $
            9.31
            
            
            0.86
            
            $
            0.45
            
            
            --
            
            
            --**2006**Fourth
                Quarter
            
            $
            9.55
            
            $
            9.11
            
            $
            0.78
            
            $
            0.27
            
            $
            9.85
            
            $
            9.74Third
                Quarter (July 21 - September 30)
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            $
            10.00
            
            $
            9.70Third
                Quarter (July 1 - July 20)*
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --Second
                Quarter*
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --First
                Quarter*
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --
            
            
            --








*
        No
        figures are included as our Units commenced trading on the American Stock
        Exchange on July 21, 2006 and our common stock and warrants commenced trading
        on
        the American Stock Exchange on October 4, 2006, on which date trading in
        our
        units ceased.




**Number
      of Holders of Common Stock**




There
      were nine holders of record of our common stock on March 31, 2008. However,
      the total number of beneficial holders is unknown as the majority of our common
      stock is held in street name through CEDE & Co.





**Dividends.**





There
      were no cash dividends or other cash distributions made by us during the fiscal
      year ended December 31, 2007. Future dividend policy will be determined by
      our
      Board of Directors based on our earnings, financial condition, capital
      requirements and other then existing conditions. It is anticipated that cash
      dividends will not be paid to the holders of our common stock in the foreseeable
      future.





**Recent
      Sales of Unregistered Securities**





On
      December 30, 2005, we issued 5,831,349 shares of our common stock to the
      individuals set forth below for $25,000 in cash, at an average purchase price
      of
      $0.004 per share (giving retroactive effect to a 0.4739219-for-1 stock
      dividend effective as of April 26, 2006 as follows:




**Name**
            
            **Number
                of****Shares**
            
            **Relationship
                to us**Arie
                Silverberg
            
            583,134
            
            Chief
                Executive Officer and DirectorMarios
                Pantazopoulos
            
            145,784
            
            Chief
                Financial Officer and DirectorGeorge
                Sagredos
            
            2,332,541
            
            Chief
                Operating Officer, President and DirectorAndreas
                Theotokis
            
            2,040,972
            
            Chairman
                of the Board of Directors and DirectorJonathan
                Kollek
            
            583,134
            
            DirectorDavid
                Wong
            
            145,784
            
            Director





27




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




On
      July
      17, 2006, we sold 825,398 units in a Private Placement to Energy Corp., a
      corporation formed under the laws of the Cayman Islands, which is controlled
      by
      our President and Chief Operating Officer. The units were sold at a purchase
      price of $10.00 per unit, generating gross proceeds of $8,253,980.





**Use
      of Proceeds of our Initial Public Offering and Private
      Placement**




On
      July
      21, 2006, we consummated our initial public offering of 20,250,000 units and
      on
      August 31, 2006, the underwriters of our public offering exercised their option
      to purchase an additional 675,000 units to cover over-allotments. Each unit
      consists of one share of common stock and one warrant. Each warrant entitles
      the
      holder to purchase from us one share of our common stock at an exercise price
      of
      $8.00. The units were sold at an offering price of $10.00 per unit, generating
      total gross proceeds of $209,250,000. Maxim Group LLC acted as lead underwriter.
      The securities sold in the offering were registered under the Securities Act
      of
      1933 on a registration statement on Form S-1 (No. 333-131648). The Securities
      and Exchange Commission declared the registration statement effective on July
      17, 2006. Prior to the closing of the initial public offering Robert Ventures
      Limited, an off-shore company controlled by the our President and Chief
      Operating Officer made a convertible loan to us in the principal amount of
      $2,550,000 and our President and Chief Operating Officer made a term loan to
      us
      in the principal amount of $475,000. On August 31, 2006, Robert Ventures Limited
      made an additional convertible loan to us in the amount of
      $135,000.




We
      incurred a total of $11,987,500 in underwriting discounts and commissions,
      $495,239 in placement fees and $1,826,467 of expenses related to the public
      offering (including the over-allotment) and private placement.




After
        deducting the underwriting discounts and commissions, the placement fee and
        the
        offering expenses (excluding $2,770,239 in underwriting discounts, commissions
        and placement fees for which the payment was deferred), the total net proceeds
        to us from the offering and the private placement were $203,194,775. Such
        proceeds, plus deferred offering costs and placement fees, plus the proceeds
        from the loans totaled $209,250,000, which was placed in a trust account
        and
        invested until the earlier of (i) the consummation of the first business
        combination or (ii) the distribution of the trust account as described below.
        The amount in the Trust Account includes $2,227,500 of contingent underwriting
        compensation and $82,540 of contingent private placement fees which will
        be paid
        to the underwriters if a business combination is consummated, but which will
        be
        forfeited in part if public stockholders elect to have their shares redeemed
        for
        cash if a business combination is not consummated. $300,000 of the net proceeds
        were used to repay debt to Mr. Sagredos for a loan used to cover expenses
        related to the public offering. $12,600 was used to pay accrued offering
        costs
        and fees. The remaining proceeds in the amount of $109,605 may be used to
        pay
        for business, legal and accounting due diligence on prospective acquisitions
        and
        continuing general and administrative expenses.





**Securities
      Authorized for Issuance Under Equity Compensation
      Plans**





None.





**Repurchases
      of Equity Securities**





None.





28




**Item
      6. Selected Financial Data**





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




**Statement
                  of Operations Data:**
              
              **Year
                  Ended December 31,**
                **2007**
              
              **Year
                  Ended December 31,**
                **2006**
              
              **Period
                  from August 11, 2005 (Inception) to December 31,
                  2005**
              
              **Period
                  from**
                **August
                  11, 2005 (Inception)**
                **to
                  December 31, 2007**Operating
                  expenses:
              
              $
              (12,971,706
              )
              $
              (5,924,945
              )
              
              (910
              )
              $
              (18,897,561
              )Interest
                  income
              
              $
              6,369,468
              
              $
              3,139,543
              
              
              1,781
              
              $
              9,510,792Net
                  loss
              
              $
              (6,704,000
              )
              $
              (2,841,301
              )
              
              (1,879
              )
              $
              (9,547,180
              )Net
                  loss per common share - basic and diluted
              
              
              (0.25
              )
              
              (0.18
              )
              
              (0.00
              )
              
              (0.51
              )





**As
                of**
              **December
                31,**
              **2007**
            
            **As
                of**
              **December
                31,**
              **2006****Balance
                Sheet Data:**Cash
            
            $
            13,933
            
            $
            553,716Money
                market funds - held in trust
            
            $
            217,023,161
            
            $
            211,414,806Total
                Assets
            
            $
            218,210,478
            
            $
            212,082,482Total
                stockholders’ equity
            
            $
            146,027,445
            
            $
            141,092,145




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





**Overview**





We
      were
      formed on August 11, 2005 to acquire, through a merger, capital stock exchange,
      asset acquisition or other similar business combination, one or more businesses
      that supports the process of bringing energy, in the form of crude oil, natural
      and liquefied petroleum gas, and refined and specialized products (such as
      petrochemicals), from production to final consumption throughout the world.
      Our
      initial business combination must be with a target business or businesses whose
      fair market value is at least equal to 80% of the amount in the Trust Account
      (excluding any funds held for the benefit of the underwriters and Maxim Group
      LLC) at the time of such acquisition. We intend to utilize cash derived from
      the
      proceeds of our recently completed initial public offering, our capital stock,
      debt or a combination of cash, capital stock and debt, in effecting a business
      combination.





**Critical
      Accounting Policies**





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




The
        Company accounts for share-based payments pursuant to Statement of Financial
        Accounting Standards No. 123R, “Share-Based Payments” (“SFAS No. 123R”). SFAS
        No. 123R requires all share-based payments, including grants of employee
        stock
        options to employees, to be recognized in the financial statements based
        on
        their fair values.
  The
        Company adopted SFAS No. 123R effective January 1, 2006, and is using the
        modified prospective method in which compensation cost is recognized beginning
        with the effective date (a) based on the requirements of SFAS No. 123R for
        all
        share-based payments granted after the effective date and (b) based on the
        requirements of SFAS No. 123R for all awards granted to employees prior to
        the
        effective date of SFAS No. 123R that remained unvested on the effective
        date.
 
 The
        Company accounts for income taxes pursuant to Statement of Financial Accounting
        Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”), which
        establishes financial accounting and reporting standards for the effects
        of
        income taxes that result from an enterprise’s activities during the current and
        preceding years. SFAS No. 109 requires an asset and liability approach for
        financial accounting and reporting for income taxes.
 
 In
        July
        2006, the Financial Accounting Standards Board (“FASB”) issued FASB
        Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
        interpretation of FASB Statement No. 109” (“FIN 48”), which provides criteria
        for the recognition, measurement, presentation and disclosure of uncertain
        tax
        positions. A tax benefit from an uncertain position may be recognized only
        if it
        is “more likely than not” that the position is sustainable based on its
        technical merits.





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





**Results
      of Operations**





For
      the
      year ended December 31, 2007 we incurred a net loss of $6,704,000. The net
      loss
      consisted of $12,971,706 of operating expenses and $101,762 of interest expense.
      Operating expenses of $12,971,706 consisted of consulting and professional
      fees
      of $696,577, stock-based compensation of $11,639,300, insurance expense of
      $144,469, office expense of $74,050, travel expense of $222,950, state franchise
      tax of $163,707 and other operating costs of $30,653. During this period, the
      Company earned interest income of $6,369,468.




29





For
      the
      year ended December 31, 2006 we incurred a net loss of $2,841,301. The net
      loss
      consisted of $5,924,945 of operating expenses and $55,899 of interest expense.
      Operating expenses of $5,924,945 consisted of consulting and professional fees
      of $171,301, stock-based compensation of $5,334,679, insurance expense of
      $44,115, office expense of $48,812, travel expense of $151,676, state franchise
      tax of $167,250 and other operating costs of $7,112. During this period, the
      Company earned interest income of $3,139,543.




**Liquidity
      and Capital Resources**




On
      July
      17, 2006, we sold 825,398 units in a Regulation S private placement to Energy
      Corp., a corporation formed under the laws of the Cayman Islands, which is
      controlled by our President and Chief Operating Officer. On July 21, 2006, we
      consummated our initial public offering of 20,250,000 units. Each unit in the
      private placement and the public offering consists of one share of common stock
      and one redeemable common stock purchase warrant. The common stock and warrants
      included in the units began to trade separately on October 4, 2006, and trading
      in the units ceased on such date. Each warrant entitles the holder to purchase
      from us one share of our common stock at an exercise price of $8.00. Prior
      to
      the closing of the initial public offering Robert Ventures Limited, an off-shore
      company controlled by the our President and Chief Operating Officer made a
      convertible loan to us in the principal amount of $2,550,000 and our President
      and Chief Operating Officer made a term loan to us in the principal amount
      of
      $475,000.





On
      July
      21, 2006, the closing date of our public offering, $202,500,000 was placed
      in
      the Trust Account at Lehman Brothers’ Inc. maintained by Continental Stock
      Transfer & Trust Company, New York, New York, as trustee. This amount
      includes the net proceeds of the private placement and our public offering,
      the
      $2,550,000 convertible loan and the $475,000 term loan, $2,107,540 of contingent
      underwriting compensation and placement fees, to be paid to the underwriters
      and
      Maxim Group LLC, respectively, if and only if, a business combination is
      consummated, and $412,699 in deferred placement fees to be paid to Maxim Group
      LLC in connection with the Private Placement. The funds in the Trust Account
      will be invested until the earlier of (i) the consummation of the Company’s
      first business combination or (ii) the liquidation of the Trust Account as
      part
      of a plan of dissolution and liquidation approved by the Company’s
      stockholders.





On
      August
      31, 2006, the underwriters of our public offering exercised their option to
      purchase an additional 675,000 units to cover over-allotments. An additional
      $6,750,000 was placed in the Trust Account, bringing the total amount in the
      Trust Account to $209,250,000. This additional amount includes $6,615,000,
      representing the net proceeds of the over-allotment and an additional
      convertible loan made to us by Robert Ventures Limited in the amount of
      $135,000.




We
      will
      use substantially all of the net proceeds of our private placement and initial
      public offering to acquire a target business, including identifying and
      evaluating prospective acquisition candidates, selecting the target business,
      and structuring, negotiating and consummating the business combination. To
      the
      extent that our capital stock is used in whole or in part as consideration
      to
      effect a business combination, the proceeds held in the Trust Account, as well
      as any other net proceeds not expended, will be used to finance the operations
      of the target business. We have agreed with Maxim Group, LLC, the representative
      of the underwriters, that up to $3,430,111 of the interest earned on the
      proceeds being held in the trust account for our benefit (net of taxes payable)
      will be released to us upon our request, and in such intervals and in such
      amounts as we desire and are available to fund our working capital. We believe
      that the working capital available to us, in addition to the funds available
      to
      us outside of the trust account will be sufficient to allow us to operate for
      at
      least the next 24 months, assuming that a business combination is not
      consummated during that time. Over this time, we have estimated that the
      $3,430,111 shall be allocated approximately as follows: $1,017,412 for working
      capital and reserves (including finders’ fees, consulting fees or other similar
      compensation, potential deposits, down payments, franchise taxes or funding
      of a
“no-shop” provision with respect to a particular business combination and the
      costs of dissolution, if any); $7,500 per month in connection with a consulting
      agreement we entered into on October 16, 2006; $800,000 for legal, accounting
      and other expenses attendant to the structuring and negotiation of a business
      combination; $250,000 with respect to legal and accounting fees relating to
      our
      SEC reporting obligations; $620,000 for due diligence, identification and
      research of prospective target business and reimbursement of out of pocket
      due
      diligence expenses to management; $150,000 for director and officer liability
      insurance premiums; and $412,699 for placement fees to Maxim Group LLC related
      to the Regulation S private placement. In addition, additional interest earned
      on the proceeds held in trust will be allocated (i) to make quarterly interest
      payments aggregating approximately $215,000 on the $2,550,000 convertible loan
      and the $135,000 convertible loan and (ii) to repay the $475,000 term loan.
      Accrued interest shall also be applied to repay the principal of the convertible
      loans on the earlier of our dissolution and liquidation or a business
      combination to the extent such loans have not been converted.




In
      March 2008, Energy EIAC Capital Ltd., an off-shore
      company controlled by George Sagredos, our President and Chief Operating
      Officer, loaned $500,000 to us in the form of a note payable. Such loan bears
      interest at a per annum interest rate equivalent to the per annum interest
      rate
      applied to the funds held in the Trust Account during the same period that
      such
      loan is outstanding (average 3.503% from inception to December 31,
      2007). We are obligated to repay the principal and accrued interest on
      such loan following the earlier of (i) the consummation of a Business
      Combination or (ii) the dissolution and liquidation of the Company.




In
      addition to the above described allocation of interest accrued on the trust
      account, at December 31, 2007 we had funds aggregating $13,933 held outside
      of
      the trust account.




30





Pursuant
      to amendments to the Underwriting Agreement effective as of September 30, 2006
      and December 26, 2006, Maxim Group LLC, as representative of the underwriters,
      agreed to waive the Company’s obligation to pay the underwriters deferred
      compensation of $500,000. In connection with such amendments, the Company
      recorded a credit to additional paid in capital in the amount of $500,000 during
      the fiscal year ended December 31, 2006.





Pursuant
      to the Company’s certificate of incorporation, holders of shares purchased in
      the Company’s initial public offering (other than the Company’s initial
      stockholders) may vote against the business combination and demand that the
      Company redeem their shares for a cash payment of $10.00 per share, plus a
      portion of the interest earned not previously released to it (net of taxes
      payable), as of the record date. The Company will not consummate the business
      combination if holders of 6,525,119 or more shares exercise these redemption
      rights. If holders of the maximum permissible number of shares elect redemption
      without the Company being required to abandon the business combination, the
      Company may not have funds available to proceed with the business combination
      unless it is able to obtain additional capital. Assuming that the Company’s
      stockholders approve the Business Combination, Energy Merger intends to sell
      such number of shares of its common stock equal to the number of shares of
      the
      Company’s common stock that are redeemed upon completion of the business
      combination. The proceeds of such sale would be used to fund redemptions of
      common stock by the Company’s stockholders. There can be no assurance that
      Energy Merger will be able to successfully complete such sale. To the extent
      such sale is not completed and the Company has insufficient funds to complete
      the business combination, the business combination will not occur, and it is
      likely that the Company will be required to dissolve and liquidate.




**Off-Balance
      Sheet Arrangements**





We
      have
      never entered into any off-balance sheet financing arrangements and have never
      established any special purpose entities. We have not guaranteed any debt or
      commitments of other entities or entered into any options on non-financial
      assets.




**Contractual
      Obligations**





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





**Forward
      Looking Statements**





This
      Annual Report on Form 10-K includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
      the negative of such terms or other similar expressions. Factors that might
      cause or contribute to such a discrepancy include, but are not limited to,
      those
      described in our other Securities and Exchange Commission filings. The following
      discussion should be read in conjunction with our Financial Statements and
      related Notes thereto included elsewhere in this report.





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





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





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





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




31





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





None.





**Item
      9A. Controls and Procedures**




**Evaluation
        of disclosure controls and procedures.** ****
  As
        required by Rule 13a-15 under the Securities Exchange Act of 1934
        ("Exchange Act"), we carried out an evaluation under the supervision and
        with
        the participation of the our management, including our chief executive officer
        and chief financial officer, of the effectiveness of the design and operation
        of
        our disclosure controls and procedures as of the end of the period covered
        by
        this report. Based upon that evaluation, the chief executive officer and
        principal financial officer have concluded that our disclosure controls and
        procedures are effective to ensure that information required to be disclosed
        by
        us in reports we file or submit under the Exchange Act is recorded, processed,
        summarized and reported, within the time periods specified in Securities
        and
        Exchange Commission rules and forms. Disclosure controls and procedures include,
        without limitation, controls and procedures designed to ensure that information
        required to be disclosed by the Company in the reports it files or submits
        under
        the Exchange Act is accumulated and communicated to the Company's management,
        including our chief executive officer and chief financial officer, or persons
        performing similar functions, as appropriate to allow timely decisions regarding
        required disclosure. On an on-going basis, we review and document our disclosure
        controls and procedures, and our internal control over financial reporting,
        and
        may from time to time make changes aimed at enhancing their effectiveness
        and to
        ensure that our systems evolve with our business.
  **Management's
        Report on Internal Control Over Financial Reporting**
 Our
          management is responsible for establishing and maintaining adequate internal
          control over financial reporting as defined in Rules 13a-15(f) and
          15d-15(f) under the Securities Exchange Act of 1934. Our internal control
          over
          financial reporting is a process designed to provide reasonable assurance
          regarding the reliability of financial reporting and the preparation of
          financial statements for external purposes in accordance with generally
          accepted
          accounting principles.
 
 Because
          of its inherent limitations, internal control over financial reporting
          can
          provide only reasonable assurance and may not prevent or detect misstatements.
          Also, projections of any evaluation of effectiveness to future periods
          are
          subject to the risk that controls may become inadequate because of changes
          in
          conditions, or that the degree of compliance with the policies or procedures
          may
          deteriorate.
 
 Our
          management assessed the effectiveness of our internal control over financial
          reporting as of December 31, 2007. In making this assessment, management
          used the criteria set forth by the Committee of Sponsoring Organizations
          of the
          Treadway Commission (“COSO”) in *Internal
          Control—Integrated Framework* .
  On
          March
          17, 2008, our Board of Directors determined that, in connection with the
          preparation and audit of the Company’s financial statements for the year ended
          December 31, 2007, it was appropriate to restate our previously issued
          audited
          financial statements for the year ended December 31, 2006 and our unaudited
          financial statements for the quarters ended September 30, 2006, and March
          31,
          June 30 and September 30, 2007.
 The
          restatements relate to the incorrect calculation of interest potentially
          distributable to redeeming stockholders for the period from July 21, 2006
          through June 30, 2007. At June 30, 2007, we had recorded $2,119,280 of
          deferred
          interest on funds held in trust as a liability payable to stockholders
          who vote
          against a business combination. Based on our revised calculations, the
          deferred
          interest on funds held in trust should have been $19,367 at June 30, 2007.
          At no
          time did this matter affect the funds held in the trust account or the
          rights of
          the Public Stockholders with respect to their redemption rights.
 
 Based
          on
          our assessment of this issue when it was originally identified, we initially
          recorded an adjustment to our interim financial statements for the three
          months
          and nine months ended September 30, 2007 to reflect this adjustment as
          a gain in
          our statement of operations. However, management reviewed this matter in
          conjunction with the audit of the 2007 financial statements and, based
          on
          various factors, including the potential business combination with Vanship,
          determined that it was appropriate to restate our financial statements
          to more
          accurately reflect the accounting for the interest potentially distributable
          to
          redeeming stockholders in the appropriate periods.
  The
            Company also determined that during the year ended December 31, 2007,
            it did not
            maintain effective internal control over its accounting for certain costs
            incurred in connection with a proposed business combination, which have
            been
            accrued at December 31, 2007.
  Due
            in
            part to (i) the restatement of our financial statements and (ii) the
            failure to
            maintain effective internal control over our accounting for certain costs
            incurred in connection with a proposed business combination, and based
            on our
            assessment and the criteria set by COSO, our management determined that
            there
            was a material weakness in the Company’s internal control over financial
            reporting as of December 31, 2007. In response, we have implemented expanded
            review procedures at each period end to address accounting issues that
            could
            affect our financial reporting.
  **Changes
            in internal controls over financial reporting** .
 
 There
            were no changes in our internal control over financial reporting during
            the
            fourth quarter of fiscal year 2007 that have materially affected, or
            that are
            reasonably likely to materially affect, our internal controls over financial
            reporting.
  The
          effectiveness of our internal control over financial reporting as of
          December 31, 2007 has been audited by McGladrey & Pullen, LLP, an
          independent registered public accounting firm, as stated in their report
          which
          is included herein.
 32
 
 REPORT
              OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
              the Board of Directors and Stockholders
 Energy
              Infrastructure Acquisition Corp.
 
 
 We
              have audited Energy Infrastructure Acquisition Corp.'s (a corporation
              in the
              development stage) internal control over financial reporting as of
              December 31,
              2007, based on criteria established in Internal Control—Integrated Framework
              issued by the Committee of Sponsoring Organizations of the Treadway
              Commission
              (COSO). Energy Infrastructure Acquisition Corp.'s management is responsible
              for
              maintaining effective internal control over financial reporting and
              for its
              assessment of the effectiveness of internal control over financial
              reporting
              included in the accompany Management's Report on Internal Control Over
              Financial
              Reporting. Our responsibility is to express an opinion on the Company's
              internal
              control over financial reporting based on our audit.
 
 We
              conducted our audit in accordance with the standards of the Public
              Company
              Accounting Oversight Board (United States). Those standards require
              that we plan
              and perform the audit to obtain reasonable assurance about whether
              effective
              internal control over financial reporting was maintained in all material
              respects. Our audit included obtaining an understanding of internal
              control over
              financial reporting, assessing the risk that a material weakness exists,
              and
              testing and evaluating the design and operating effectiveness of internal
              control based on the assessed risk. Our audit also included performing
              such
              other procedures as we considered necessary in the circumstances. We
              believe
              that our audit provides a reasonable basis for our opinion.
 
 A
              company's internal control over financial reporting is a process designed
              to
              provide reasonable assurance regarding the reliability of financial
              reporting
              and the preparation of financial statements for external purposes in
              accordance
              with generally accepted accounting principles. A company's internal
              control over
              financial reporting includes those policies and procedures that (1)
              pertain to
              the maintenance of records that, in reasonable detail, accurately and
              fairly
              reflect the transactions and dispositions of the assets of the company;
              (2)
              provide reasonable assurance that transactions are recorded as necessary
              to
              permit preparation of financial statements in accordance with generally
              accepted
              accounting principles, and that receipts and expenditures of the company
              are
              being made only in accordance with authorizations of management and
              directors of
              the company; and (3) provide reasonable assurance regarding prevention
              or timely
              detection of unauthorized acquisition, use, or disposition of the company's
              assets that could have a material effect on the financial
              statements.
 
 Because
              of its inherent limitations, internal control over financial reporting
              may not
              prevent or detect misstatements. Also, projections of any evaluation
              of
              effectiveness to future periods are subject to the risk that controls
              may become
              inadequate because of changes in conditions, or that the degree of
              compliance
              with the policies or procedures may deteriorate.
 
 A
              material weakness is a deficiency, or a combination of deficiencies,
              in internal
              control over financial reporting, such that there is a reasonable possibility
              that a material misstatement of the company's annual or interim financial
              statements will not be prevented or detected on a timely basis. The
              following
              material weaknesses have been identified and included in management's
              assessment. As of December 31, 2007, the Company did not maintain effective
              internal control over accounting for accrued costs in connection with
              a
              potential business combination and calculations of interest potentially
              distributable to redeeming stockholders for the period from July 21,
              2006 though
              June 30, 2007. These material weaknesses were considered in determining
              the
              nature, timing, and extent of audit tests applied in our audit of the
              2007
              financial statements, and this report does not affect our report dated
              March 31,
              2008, on those financial statements.
 
 In
              our
              opinion, because of the effect of the material weakness described above
              on the
              achievement of the objectives of the control criteria, Energy Infrastructure
              Acquisition Corp. has not maintained effective internal control over
              financial
              reporting as of December 31, 2007, based on criteria established in
              Internal
              Control—Integrated Framework issued by the Committee of Sponsoring Organizations
              of the Treadway Commission (COSO).
 
 We
              have also audited, in accordance with the standards of the Public Company
              Accounting Oversight Board (United States), the financial statements
              of Energy
              Infrastructure Acquisition Corp. and our report dated March 31, 2008
              expressed
              an unqualified opinion.
 
 
 /s/MCGLADREY
              & PULLEN, LLP
 MCGLADREY
              & PULLEN, LLP
 New
              York, NY
 March
              31, 2008





33





**Item
      9B. Other Information**





None.





**PART
      III**





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





**Directors
      and Executive Officers**





Our
      current directors and executive officers are as follows:





**Name**
            
            **Age**
            
            **Position**Andreas
                Theotokis
            
            51
            
            Chairman
                of the Board of Directors and DirectorArie
                Silverberg
            
            60
            
            Chief
                Executive Officer and DirectorGeorge
                Sagredos
            
            51
            
            Chief
                Operating Officer, President and DirectorMarios
                Pantazopoulos
            
            41
            
            Chief
                Financial Officer and DirectorJonathan
                Kollek
            
            47
            
            DirectorDavid
                Wong
            
            52
            
            DirectorMaximos
                Kremos
            
            60
            
            DirectorPeter
                Blumen
            
            47
            
            DirectorPhilippe
                Meyer
            
            55
            
            Director




***Andreas
      Theotokis*** has been
      our chairman of the board of directors since inception and a director since
      December 2005. Mr. Theotokis has over 25 years of experience in the oil industry
      including operations, shipping, finance, refinery economics, marketing and
      risk
      management. From 2001 to 2006, Mr. Theotokis has served as the senior advisor
      on
      Trading and Business Development for Samsung U.K. Limited. Mr. Theotokis was
      instrumental in creating Samsung’s niche oil trading business based on East-West
      Arbitrage. Prior to joining Samsung, Mr. Theotokis was the managing director
      -
      European Business of Oilspace, Inc., from August 2000 through September 2002.
      Oilspace is a London-based software consulting company providing supply chain
      management solutions for companies in the energy industry. While at Oilspace,
      Mr. Theotokis started an internet-based service provider for the oil industry
      that was ultimately introduced to European and Russian oil companies that
      enables operational efficiency and successful business process improvements.
      From 1999 to 2000, Mr. Theotokis served as a director of the trading and
      logistics division at Oil Distributing Systems in Argentina, an importer and
      distributor of distillates and gasoline. From 1992 to 1996, Mr. Theotokis served
      as the head of the clean products trading group for Galaxy Energy Corporation,
      an oil and gas trading company. During his tenure, Galaxy became the principal
      suppliers of crude/gas oil for the Greek government and the largest fuel oil
      and
      distillate exporter from Russia and the Ukraine. Between 1987 and 1992, Mr.
      Theotokis worked for Astroline Mediterranean’s Milan and Los Angeles offices,
      actively trading products from Europe to the Far East, and the U.S. Gulf Coast
      to Singapore. During his tenure, Astroline Mediterranean became one of the
      first
      arbitrage/value trading oil companies. Prior to joining Astroline Mediterranean,
      Mr. Theotokis was a fuel oil and gasoline trader for Petraco SPA in Milan from
      1985 to 1986. Mr. Theotokis was primarily involved with exports of fuels,
      distillates and crude oil to Western Europe and the United States. Mr. Theotokis
      began his career in 1980 with Petrola Hellas/Latsis Group, where he spent
      several months working on refinery economics, finance, demurrage and shipping.
      During the next five years, he was employed at the London office where he became
      a managing director and ultimately the head of the oil marketing team in London.
      Mr. Theotokis earned a Faculty of Law degree from Athens University in 1980
      and
      went on to obtain a postgraduate degree in the area of petroleum law from
      Scotland’s Dundee University in 1982.




34




***Arie
      Silverberg*** has been
      our chief executive officer and a director of our company since inception.
      Mr.
      Silverberg also serves as a director of Scailex Corporation Ltd. and Avgol
      Ltd.
      From July 1998 to November 2006, Mr. Silverberg was a director of Granite
      Hacarmel Ltd., one of Israel’s largest holding companies with interests in
      petroleum products and LPG gas (Liquefied Petroleum Gas), among other assets.
      From 1999 to November 2006, he served as a director of Sonol, one of Israel’s
      largest and oldest oil and gas marketing firms, and as a director of Tambur
      Ltd., Israel’s largest paint manufacturer. He has also served as a director of
      Tambur Ecology, one of Israel’s major water desalination and water treatment
      companies. Prior to 2001, he served as head of the crude oil and oil products
      division of Glencore International in Switzerland a privately held company
      that
      is one of the world’s largest suppliers of a wide range of commodities and raw
      materials to industrial consumers. Mr. Silverberg currently serves as a
      consultant to Glencore. At Glencore, Mr. Silverberg was responsible for the
      company’s worldwide trading, shipping and financing, and processing agreements
      for crude oil. During his tenure, he built the oil division into a worldwide
      trading operation encompassing all aspects of the petroleum industry. Prior to
      this, Mr. Silverberg held various positions over the course of an 18 year career
      at ORL Israel, Israel’s sole crude oil refiner, where he ultimately became
      senior vice president of operations. His responsibilities included planning
      refinery operations, purchasing and shipping of crude oil, marketing various
      oil
      products and operations of petrochemicals. Mr. Silverberg received a B.Sc.
      and
      M.Sc., with honors, in chemical engineering from the Israel Institute of
      Technology in Haifa, Israel in 1972 and 1975, respectively.




***George
      Sagredos*** has been
      our chief operating officer, president and a director since inception. Mr.
      Sagredos is currently serving as the managing director of the Hermitage Group.
      The Hermitage Group’s business operates in the former Commonwealth of
      Independent States (CIS), the Mediterranean, Far East, China, and Central and
      South America. In 1993, Mr. Sagredos founded Hermitage Resources Ltd., a
      predecessor to the Hermitage Group, a trading firm involved in the arbitrage
      of
      oil products in the emerging growth markets. While at Hermitage Resources,
      Mr.
      Sagredos served as the president of the Crude Oil and Products Trading division,
      focusing on the Russian and Mediterranean markets. From 1991 to 1993, Mr.
      Sagredos served as senior trader in the international oil trading division
      of
      A.O.T. Zug, in Switzerland. From 1987 to 1990, Mr. Sagredos was the senior
      trader for clean products in the Oil Products Trading and International
      Arbitrage division of Phibro Energy, Switzerland. As the senior trader, he
      was
      responsible for Mediterranean and International Arbitrage for Europe and the
      Far
      East. From 1986 to 1987, he was the senior clean products trader of the Oil
      Trading Products division of Petrogulf S.A., a privately owned independent
      oil
      and gas producer, in both the New York and London offices. Mr. Sagredos joined
      Goldman Sachs & Co. in their New York offices as a trader specializing in
      the oil futures industry in 1985. Prior to joining Goldman Sachs & Co., Mr.
      Sagredos was a tanker broker for D&L Partners in New York. From 1983 to
      1984, he was part of the dry cargo chartering operations for Thenamaris
      Maritime. Mr. Sagredos began his career with Noga, S.A./Olegine, S.A. in Geneva,
      managing the company’s shipping finances. Mr. Sagredos received his M.Sc. in
      chemical engineering from ETH Zurich, Switzerland in 1980. He received a Masters
      in Business Administration from the Wharton School of Business at the University
      of Pennsylvania in 1982.




***Marios
      Pantazopoulos*** has been
      our chief financial officer since inception and a director since December 2005.
      Since September 2006 he has been the General Manager of LMZ Transoil Shipping
      Enterprises S.A., an Athens-based ship management company. Between 1998 and
      2005, he was the chief financial officer of Oceanbulk Maritime SA, an
      Athens-based ship management company that is part of the Oceanbulk Group of
      affiliated companies. At Oceanbulk, Mr. Pantazopoulos was responsible for
      Oceanbulk’s banking relationships including financing and private wealth
      management. He facilitated bilateral and syndicated loans with the world’s 10
      largest shipping banks and also arranged access to private equity in the US
      capital markets. During his tenure at Oceanbulk, his responsibilities also
      included assessing non-shipping projects, coordinating auditing procedures,
      reporting to shareholders and supervising Oceanbulk’s financial operations.
      Before joining Oceanbulk, Mr. Pantazopoulos served from 1991 to 1998, as an
      assistant director for the project finance and shipping department of Hambros
      Bank Plc, a UK merchant bank, which was acquired in 1998 by Societe Generale.
      At
      Hambros, Mr. Pantazopoulos was primarily responsible for managing the bank’s
      shipping loan portfolio in Greece as well as providing other investment banking
      services such as mergers and acquisitions, private finance initiative projects,
      structured leases, treasury products and private wealth management. Mr.
      Pantazopoulos was part of the Hambros Bank’s team for the privatization of
      Hellenic Shipyards SA and was a board member at Alpha Trust SA, a private fund
      management company in Greece. Mr. Pantazopoulos received his BSc in Economics
      from Athens University of Economics & Business in 1988, and his MSc in
      Shipping Trade & Finance from City University Business School in London, UK,
      in 1991.




35




***Jonathan
      Kollek*** has been
      a director of our company since inception. Mr. Kollek has over 20 years of
      experience in the oil trade industry. Since 2002, Mr. Kollek has been the vice
      president for sales, trading and logistics for TNK-BP Management, Russia’s
      third-largest oil company. He is responsible for the transportation and sale
      of
      approximately 77 million tons of crude oil and oil products per year. In 1992,
      Mr. Kollek co-founded Projector S.A., where he served as the company’s chairman
      until 2002. Projector traded in crude oil and oil products through its offices
      in London, New York, Geneva, Singapore, Seoul, Santiago, Kiev and Moscow. Prior
      to co-founding Projector, Mr. Kollek held various positions with Marc Rich
      A.G.
      (now Glencore International). Mr. Kollek began his career with Marc Rich A.G.,
      in 1984 as the general manager for East of Suez Trading in its Singapore office,
      and in 1986, the director of fuel oil trading at the company’s London office.
      Mr. Kolleck then served as the head of the crude oil and products department
      at
      the company’s Moscow office from 1989 to 1992. Prior to his career in the oil
      industry, Mr. Kollek was a member of the Economic Committee of the Knesset
      in
      Israel, where he served as the Parliamentary assistant to Gad Yaacobi, a member
      of the Knesset. Mr. Kollek received his B.Sc. in economics and international
      relations from the Hebrew University of Jerusalem, Israel in 1984.




***David
      Wong*** has been
      a director since inception. Since January 2006, Mr. Wong has been employed
      by
      Concorde Energy Pte, Ltd, as the chief representative of its Kuala Lumpur
      representative office in Malaysia. From May 2003 to September 2005, Mr. Wong
      was
      a contract trader for Petronas Trading Corporation, where he was responsible
      for
      overseeing the logistics of supply requirements and tankage (the amount a tank
      can hold) for the company’s Malaysia and Singapore operations. Petronas ranks
      among the world’s major oil companies with extensive worldwide operations. From
      1999 to December 2002, Mr. Wong was employed by Marubeni International Petroleum
      Company (MIPCO), a subsidiary of the international trading company, Marubeni
      Corporation where he last held the position of Chief Operating Officer. From
      1997 to 1999, Mr. Wong worked for Marc Rich Investments B.V., one of the world’s
      leading commodity trading companies, and Marubeni Singapore, developing their
      supplies of petroleum products. Mr. Wong received a B.Sc. degree, with honors,
      in civil engineering and management studies from the University of Leeds in
      the
      United Kingdom in 1978, and a Masters in Business Administration, with an
      emphasis in finance and transportation economics, from the University of British
      Columbia in Canada in 1980.




***Maximos
      Kremos*** has been
      a director of our company since December 2005. Mr. Kremos has over 32 years
      of
      experience in the shipping industry. Since November 2005, he has been a fleet
      manager for Genoa Maritime S.A., a Shipping company in the business of managing
      fleets of vessels, where he previously worked from June to November 2005 as
      a
      consultant. From 2002 to 2004, Mr. Kremos worked at Hermitage Resources Ltd.,
      a
      predecessor to the Hermitage Group, in connection with the winding down of
      the
      business of Unideal/Navitankers where Mr. Kremos worked from 1995 to 2002,
      as
      the general manager and director. Unideal/Navitankers was a tanker ship
      management company managing a 12-vessel tanker fleet ranging from 30,000 to
      150,000 dwt in which Hermitage Resources was a principal investor. From 1990
      to
      1995, Mr. Kremos was the general manager for Silver Carriers Shipping Co.,
      where
      he was responsible for a fleet of general-purpose drybulk carriers as well
      as
      containerships and tankers. From 1987 to 1990, Mr. Kremos was managing director
      of Theomax Fishing Co. From 1981 to 1987, Mr. Kremos was the Technical director
      for Enterprises Shipping and Trading, as well as in charge of their Operations
      and Chartering Department of their reefer fleet from 1985 to 1987. From 1978
      to
      1981, Mr. Kremos was in charge of the Technical and Claims Department of Specova
      Shipping. From 1977 to 1978, he served as a technical director for Thomarin
      Shipping Co. Prior to that, from 1974 to 1977, he was the superintendent
      engineer for Thenamaris Shipping Co., a ship management company with a fleet
      of
      approximately 5 million dwt. At Thenamaris, Mr. Kremos was in charge of
      approximately ten vessels and involved in 15 vessel acquisitions. From 1973
      to
      1974, Mr. Kremos worked for the Chronos Shipping Co., where he was in charge
      of
      the repair team for diesel and steam turbine tankers. Mr. Kremos began his
      career in 1966 with Nereus Shipping, S.A. Mr. Kremos graduated from the National
      Merchant Marine Academy of Aspropyrgos with honors in 1966.




***Peter
      Blumen*** has been
      a director of our company since April 2006. Since January 2004 he has been
      a
      trader and Fund Manager at PTS Management, overseeing an automated trading
      system. From 2002 to 2004, Mr. Blumen was an executive at Maple Bank, where
      he
      was in charge of a proprietary trading group. Prior to that, he was a fund
      manager at Whitebox Partners, a hedge fund, where he managed securities in
      event
      related strategies. Mr. Blumen has extensive capital markets experience in
      trading, investment banking and corporate finance. Mr. Blumen received his
      MBA
      from Wharton Business School in 1989, a Sc.M. in Computer Sciences from Brown
      University in 1987 and his A.B. from Brown University in economics in
      1984.




36




***Philippe
      Meyer*** has been
      a director of our company since November 2007. Since 1996, Mr. Meyer has been
      a
      lawyer in private practice. Mr. Meyer received his law degree from the
      University of Zurich and a Masters of Comparative Jurisprudence from New York
      University.




Our
      board
      of directors is divided into three classes with only one class of directors
      being elected in each year and each class serving a three-year term. The term
      of
      office of the Class B of directors, consisting of Jonathan Kollek, Marios
      Pantazopoulos and Philippe will expire at our next annual meeting of
      stockholders. The term of office of the Class C directors, consisting of Arie
      Silverberg, George Sagredos and Andreas Theotokis will expire at the annual
      meeting of stockholders in 2009. The term of office of the Class C of directors,
      consisting of David Wong, Maximos Kremos and Peter Blumen will expire at the
      annual meeting of stockholders in 2010.





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




Section
      16(a) of the Securities Exchange Act requires our directors, executive officers
      and persons who own more than 10% of our common stock to file reports of
      ownership and changes in ownership of our common stock with the Securities
      and
      Exchange Commission. Directors, executive officers and persons who own more
      than
      10% of our common stock are required by Securities and Exchange Commission
      regulations to furnish to us copies of all Section 16(a) forms they file. To
      our
      knowledge, based solely upon review of the copies of such reports received
      or
      written representations from the reporting persons, we believe that during
      the
      year ended December 31, 2006, our directors, executive officers and persons
      who
      own more than 10% of our common stock complied with all Section 16(a) filing
      requirements.





**Code
      of Ethics** **.** ****




We
      currently do not have a formal code of ethics. Upon consummation of a business
      combination, we intend to adopt a code of ethics that applies to our principal
      executive officer, principal financial officer, principal accounting officer
      or
      controller or persons performing similar functions.





**Board
      Committees** **.**




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




Our
      audit
      committee consists of David Wong, Maximos Kremos and Peter Blumen. Each member
      of our audit committee is financially literate under the current listing
      standards of the American Stock Exchange, and our board of directors has
      determined that Peter Blumen qualifies as an “audit committee financial expert,”
as such term is defined by SEC rules. We intend to locate and appoint at least
      one additional independent director to our audit committee within one year
      after
      the completion of the offering.




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




Our
      Nominating Committee consists of David Wong and Maximos Kremos. The compensation
      of our chief executive officer and other officers will be determined by a
      majority of our independent directors in accordance with Section 805 of the
      American Stock Exchange Company Guide.




37




Item
      11. Executive
      Compensation




**COMPENSATION
      DISCUSSION AND ANALYSIS**





The
      compensation of our chief executive officer and other officers is determined
      by
      a majority of our independent directors in accordance with Section 805 of the
      American Stock Exchange Company Guide.





**Compensation
      Objectives**





Our
      primary goal with respect to executive compensation has been to provide
      compensation to certain of our executive officers who are expected to devote
      a
      greater percentage of their time to identifying and consummating a business
      combination.





**Elements
      of Compensation**





*Base
      Salary* .
      No
      executive officer has received any cash compensation for services rendered
      and
      no compensation of any kind, including finder’s and consulting fees, will be
      paid to any of our existing stockholders, including our officers and directors,
      or any of their respective affiliates, for services rendered to us prior to
      or
      in connection with a business combination. However, these individuals will
      be
      reimbursed for any out-of-pocket expenses incurred in connection with activities
      on our behalf such as identifying potential target businesses and performing
      due
      diligence on suitable business combinations. Such individuals may be paid
      consulting, management or other fees from target businesses as a result of
      the
      business combination, with any and all amounts being fully disclosed to
      stockholders, to the extent then known, in the proxy solicitation materials
      furnished to the stockholders.


*Equity
      Incentive Compensation* .
      Currently, we do not maintain any incentive compensation plans based on
      pre-defined performance criteria.





**Determination
      of Compensation**





The
      Compensation Committee is responsible for evaluating our executive officers’
performance to determine executive compensation. The Compensation Committee
      will
      also determine whether an executive officer is eligible for incentive
      compensation and, if it is deemed in the best interests of the Company, the
      Committee may recommend that stock options be granted to one or more executive
      officers.




**EXECUTIVE
      COMPENSATION**





The
      following table sets forth the cash and other compensation paid by us in 2007,
      2006 and 2005 to all individuals who served as our chief executive officer
      and
      each other executive officer whose total compensation exceeded $100,000 during
      the 2007 fiscal year, who we collectively refer to as the named executive
      officers (“NEOs”).





**Summary
      Compensation Table**


**Name
                  and Principal Position**
              
              **Year**
              
              **Salary**
              
              **Option Awards**
              
              **Total****Arie
                  Silverberg**
              
              
              
              **($)**
              
              **($)**
              
              **($)**Chief
                  Executive Officer
              
              2007
              
              --
              
              --
              
              --2006
              
              --
              
              --
              
              --2005
              
              --
              
              --
              
              --


**Pension
      Benefits**




We
      do not
      sponsor any qualified or non-qualified defined benefit plans.




**Nonqualified
      Deferred Compensation**




We
      do not
      maintain any non-qualified defined contribution or deferred compensation plans.
      Our Compensation Committee, which is comprised solely of “outside directors” as
      defined for purposes of Section 162(m) of the Code, may elect to provide our
      officers and other employees with non-qualified defined contribution or deferred
      compensation benefits if the Compensation Committee determines that doing so
      is
      in our best interests.




38





**Compensation
      of Directors**




We
      do not
      provide cash or other compensation to our directors for their services as
      members of the Board or for attendance at Board or committee meetings. However,
      our directors will be reimbursed for out-of-pocket expenses incurred by them
      in
      connection with activities on our behalf such as identifying potential target
      businesses and performing due diligence on suitable business
      combinations.


39


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




The
      following table sets forth, as of March 23, 2007, certain information regarding
      beneficial ownership of our common stock by each person who is known by us
      to
      beneficially own more than 5% of our common stock. The table also identifies
      the
      stock ownership of each of our directors, each of our officers, and all
      directors and officers as a group. Except as otherwise indicated, the
      stockholders listed in the table have sole voting and investment powers with
      respect to the shares indicated.




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





**Name
                and Address******
              **of
                Beneficial Owner (1)**
            
            **Amount
                and Nature of Beneficial********Ownership****(2)(3)**
            
            **Percentage
                of**
              **Outstanding
                Common****Stock**Arie
                Silverberg
            
            
            526,885
            
            
            1.94
            %Marios
                Pantazopoulos (4)
            
            
            490,003
            
            
            1.80
            %George
                Sargredos (5)(6)
            
            
            4,418,753
            
            
            16.23
            %Andreas
                Theotokis (5)(7)
            
            
            4,418,753
            
            
            16.23
            %Jonathan
                Kollek
            
            
            526,885
            
            
            1.94
            %David
                Wong
            
            
            131,721
            
            
            *Maximos
                Kremos
            
            
            0
            
            
            *Peter
                Blumen
            
            
            0
            
            
            *Energy
                Corp. (8)
            
            
            4,418,753
            
            
            16.23
            %Sapling,
                LLC
            
            
            1,802,108
            
            
            6.62
            %Acqua
                Wellington North American Equities, Ltd.
            
            
            1,378,520
            
            
            5.06
            %All
                directors and executive officers as a group (8
                individuals)(4)
            
            
            6,094,247
            
            
            22.39
            %




*less
      than one (1%) percent




(1)
      Unless otherwise indicated, the business address of each of the individuals
      is
      Suite 1300, 1105 North Market Street, Wilmington, Delaware 19899.




(2)
      Does
      not include shares of common stock issuable upon exercise of warrants that
      are
      not exercisable in the next 60 days.




(3)
      Our
      existing stockholders and officers and directors have agreed to surrender to
      us
      for cancellation up to an aggregate of 270,000 shares in the event, and to
      the
      extent, stockholders exercise their right to redeem their shares for cash upon
      a
      business combination. The share amounts do not reflect any surrender of shares.




4)
      Does
      not include 1,000,000 shares of Energy Merger common stock underlying units
      (giving effect to the exercise of the warrants included in such units) which
      will be issued to Mr. Sagredos upon completion of the Business Combination,
      which he has agreed to assign and transfer to Mr. Pantazopoulos.




(5)
      Reflects shares of common stock owned by Energy Corp., a corporation organized
      under the laws of the Cayman Islands, which is wholly-owned by Energy Star
      Trust, a Cayman Islands trust. Each of Mr. Sagredos and Mr. Theotokis, as
      co-enforcers and beneficiaries of Energy Star Trust, has voting and dispositive
      control over such shares owned by Energy Corp.




(6)
      Does
      not include (i) 2,688,750 shares of our common stock underlying options issued
      to Mr. Sagredos, or his assignees, which options will be terminated upon the
      completion of the Business Combination, or (ii) up to 537,000 shares of common
      stock underlying units that will be issued upon the consummation of the Business
      Combination upon conversion of loans made by an off-shore entity controlled
      by
      Mr. Sagredos into units (giving effect to the exercise of warrants included
      in
      such units), or (iii) 2,000,000 shares of Energy Merger common stock underlying
      units (giving effect to the exercise of warrants included in such units) to
      be
      issued to Mr. Sagredos, or his assignees upon consummation of the Business
      Combination, 1,000,000 of which he has agreed to assign and transfer to Mr.
      Pantazopoulos (giving effect to the exercise of warrants included in such
      units). See the section entitled, “Certain Relationships and Related
      Transactions.”




40




(7)
      Does
      not include the issuance of up to 896,250 shares of our common stock underlying
      options issued to Mr. Theotokis, or his assignees, which options will be
      terminated upon the consummation of the Business Combination.




(8)
      The
      address of Energy Corp. is c/o Genesis Trust & Corporate Services Ltd., P.O.
      Box 448, Georgetown, Grand Cayman KYI-1106, Cayman Islands.





**Securities
      Authorized for Issuance Under Equity Compensation
      Plans**




None.





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




On
      December 30, 2005, we issued an aggregate of 5,831,349 shares of our common
      stock to the individuals set forth below for $25,000 in cash, at a purchase
      price of $0.004 per share, as follows:





**Name**
            
            **Number
                of****Shares(1)**
            
            **Relationship
                to us**Arie
                Silverberg
            
            583,134
            
            Chief
                Executive Officer and DirectorMarios
                Pantazopoulos
            
            145,784
            
            Chief
                Financial Officer and DirectorGeorge
                Sagredos
            
            2,332,541
            
            Chief
                Operating Officer, President and DirectorAndreas
                Theotokis
            
            2,040,972
            
            Chairman
                of the Board of Directors and DirectorJonathan
                Kollek
            
            583,134
            
            DirectorDavid
                Wong
            
            145,784
            
            Director


(1)
      All
      such numbers give retroactive effect to a 0.4739219-for-1 stock dividend
      effective as of April 21, 2006.




In
      June
      2006, Mr. Sagredos transferred 397,778 of his shares to Marios Pantazopoulos
      for
      nominal consideration.




Each
      of
      Messrs. Sagredos and Theotokis subsequently transferred the shares owned by
      them
      to Energy Corp., a corporation formed under the laws of the Cayman Islands.
      See
“Principal Stockholders”.




On
      July
      18, 2006 an aggregate of 562,500 shares were surrendered for cancellation by
      certain of our stockholders.




The
      holders of the majority of these shares are entitled to make up to two demands
      that we register these shares. The holders of the majority of these shares
      may
      elect to exercise these registration rights at any time after the date on which
      these shares of common stock are released from escrow, which, except in limited
      circumstances, is not before July 18, 2009. In addition, these stockholders
      have
      certain “piggy-back” registration rights on registration statements filed
      subsequent to the date on which these shares of common stock are released from
      escrow. We will bear the expenses incurred in connection with the filing of
      any
      such registration statements.




Energy
      Corp., a corporation formed under the laws of the Cayman Islands, which is
      controlled by our President and Chief Operating Officer, purchased 825,398
      units
      from us at a purchase price of $10.00 per unit in a Regulation S private
      placement in accordance with Regulation S under the Securities Act of 1933.
      Mr.
      Sagredos originally agreed to purchase the 825,398 units from us in January
      2006
      pursuant to the terms of a subscription agreement, and subsequently assigned
      such rights to Energy Corp. in June 2006, which assumed such obligations
      pursuant to the terms of an Assignment and Assumption Agreement.




The
      holders of such units subscribed for in the Regulation S private placement
      have
      been granted demand and “piggy-back” registration rights with respect to the
      825,398 shares, the 825,398 warrants and the 825,398 shares underlying the
      warrants at any time commencing on the date we announce that we have entered
      into a letter of intent with respect to a proposed a business combination.
      The
      demand registration may be exercised by the holders of a majority of such units.
      We will bear the expenses incurred in connection with the filing of any such
      registration statements.




41




Because
      the units sold in the Regulation S private placement were originally issued
      pursuant to an exemption from the registration requirements under the federal
      securities laws, the holders of the warrants purchased in the Regulation S
      private placement will be able to exercise their warrants even if, at the time
      of exercise, a prospectus relating to the common stock issuable upon exercise
      of
      such warrants is not current.




On
      October 6, 2005, Mr. Sagredos advanced a total of $300,000 to us to cover
      expenses related to our public offering, which loan, plus accrued interest,
      was
      repaid from the proceeds of the public offering. Mr. Sagredos made an additional
      loan to us in the amount of $475,000 four days prior to the effective date
      of
      the public offering. Such loan bears interest at a per annum interest rate
      equivalent to the per annum interest rate applied to funds held in the trust
      account during the same period that such loan is outstanding, and principal
      and
      accrued interest is to be repaid from interest accrued on the trust account.
      We
      are not obligated to repay such loan until the earlier of (i) expiration of
      the
      second full quarter after the date that we have drawn down at least $1,000,000
      from accrued interest on the trust account to fund our working capital
      requirements, (ii) the consummation of a business combination and (iii) our
      dissolution and liquidation.




In
      addition, four days prior to the effective date of the public offering, Robert
      Ventures Limited, a corporation formed under the laws of the British Virgin
      Islands controlled by George Sagredos loaned us an additional $2,550,000 in
      the
      form of a convertible loan. An additional $135,000 was loaned by Robert Ventures
      Limited at the time the underwriters exercised a portion of the over-allotment
      option. Such loans bear interest at a per annum rate equivalent to the per
      annum
      interest rate applied to the funds held in the trust account during the
      quarterly period covered by such interest payment. We are obligated to make
      quarterly interest payments on such loans following the expiration of the first
      full quarter after the date that we have drawn down at least $1 million in
      accrued interest on the trust account to fund our working capital requirements.
      Such loans are due the earlier of our liquidation or the consummation of a
      business combination. Quarterly interest payments and the repayment of principal
      will be made from interest accrued on the trust account. In addition, the
      principal of the convertible loans is convertible into units at a conversion
      price of $10.00 per unit, subject to adjustment, commencing two business days
      following our filing of a preliminary proxy statement with respect to a business
      combination. These securities have the same registration rights as the units
      to
      be sold in the Regulation S private placement.




The
      repayment of each of the $475,000 term loan and the $2,550,000 and $135,000
      convertible loans is subordinate to the public stockholders receiving a minimum
      of $10.00 per share, subject to any valid claims by our creditors which are
      not
      covered by amounts in the trust account or indemnities provided by our officers
      and directors, in the event of our liquidation and dissolution if we do not
      consummate a business combination, or if they exercise their redemption
      rights.




The
      Company has decided to treat the $300,000 loan that was made by Mr. Sagredos
      in
      October 2005, the $2,550,000 and $135,000 convertible loans and $475,000 term
      loan, as separate transactions because each of such loans, as described above,
      contains different business terms with respect to the timing of repayment,
      applicable interest rate and convertibility, due to the differing facts and
      circumstances of the Company at the time such funds were required, which
      reflects the actual sequencing of such transactions.




The
      units
      purchased in the Regulation S private placement and issuable upon conversion
      of
      the loan will contain restrictions prohibiting their transfer until the earlier
      of a business combination or our liquidation. In addition, the holders of such
      units will agree to vote the shares of common stock included in such units
      in
      favor of a business combination brought to the stockholders for their approval,
      and to waive their respective rights to participate in any liquidation
      distribution occurring upon our failure to consummate a business
      combination.




We
      granted Mr. Sagredos, our President and Chief Operating Officer and a director,
      concurrent with the closing of our public offering, options to purchase an
      aggregate of 2,688,750 shares of our common stock. The options will vest in
      four
      quarterly installments with 672,187 options vesting on each of the first three
      installments, and the remaining 672,189 options vesting on the final
      installment. The first installment shall vest on the date of expiration of
      the
      three-month period immediately following the consummation of a business
      combination. We granted Mr. Theotokis, our Chairman of the Board of Directors,
      concurrent with the closing of our public offering, assignable options to
      purchase an aggregate of 896,250 shares of our common stock. The options will
      vest in four quarterly installments with 224,062 options vesting on each of
      the
      first three installments and the remaining 224,064 options vesting on the final
      installment. The first installment shall vest on the date of expiration of
      the
      three-month period immediately following the consummation of a business
      combination. The vesting of each installment of the options is contingent upon
      Mr. Theotokis being an officer of us on the applicable vesting date. Each of
      the
      options, which is assignable, is exercisable for a five-year period from the
      date of vesting at an exercise price of $.01 per share, and contains cashless
      exercise provisions. In the event of a stock dividend, recapitalization,
      reorganization merger or consolidation, or certain other events, the exercise
      price and number of underlying shares of common stock may be adjusted. The
      shares of common stock underlying the options will be subject to a six-month
      holding period from the date of issuance. The vesting of the options following
      the consummation of the business combination is contingent upon each of Messrs.
      Sagredos and Theotokis each remaining as an officer of us on each applicable
      quarterly vesting date. However, options that have already vested shall continue
      for their five-year term regardless of whether Mr. Sagredos continues to be
      an
      officer and/or director of us. When such shares are issued, we have agreed
      to
      use our best efforts to register such shares under the Securities Act of 1933.
      We will bear the expenses incurred in connection with the filing of any such
      registration statements. Because the vesting of such of each of Messrs. Sagredos
      and Theotokis options is contingent upon the consummation of a business
      combination, his personal and financial interests may influence the motivation
      in consummating a business combination, including identifying and selecting
      a
      target business and negotiating the business terms of such
      transaction.




42




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




Other
      than reimbursable out-of-pocket expenses payable to our officers and directors,
      no compensation or fees of any kind, including finders and consulting fees,
      will
      be paid to any of our existing stockholders, officers or directors who owned
      our
      common stock prior to the public offering, or to any of their respective
      affiliates for services rendered to us prior to or with respect to the business
      combination.





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




As
        previously disclosed in our December 13, 2007 8-K filing, certain of the
        partners of Goldstein Golub Kessler LLP (“GGK”) became partners of McGladrey
& Pullen, LLP (“M&P”).  As a result, GGK resigned as auditors of
        the Company effective December 10, 2007 and M&P was appointed as our
        independent registered public accounting firm for the year ended December
        31,
        2007.  M&P and RSM McGladrey, Inc. (“RSM”), an affiliate of M&P and
        GGK, have billed and anticipate billing the Company as follows for the years
        ended December 31, 2007 and 2006.
 
 Fee
                  Category
              
              
              2007
              
              
              2006Audit
                  fees - McGladrey & Pullen, LLP
              
              $
              75,327
              
              
              --Audit
                  Fees - Goldstein Golub Kessler LLP
              
              $
              91,414
              
              $
              83,500Tax
                  fees - RSM McGladrey, Inc.
              
              $
              7,611
              
              $
              4,500
 
 **Audit
        Fees**
 
 Audit
        fees consist of fees for professional services rendered for the audit of
        the
        Company's financial statements and review of the interim financial statements
        included in our quarterly reports on form 10-Q and services rendered in
        connection with our registration statement on form S-1 and our proxy
        filing.
 
 **Audit-Related
        Fees**
 
 We
        did
        not incur any audit-related fees with M&P or GGK for the years ended
        December 31, 2007 and 2006.
 
 **Tax
        Fees**
 
 For
        the
        years ended December 31, 2007 and 2006, RSM provided tax compliance services,
        which related to the preparation of U.S. and applicable state income tax
        returns.
 
 **All
        Other Fees**
 
 There
        were no fees billed by M&P or GGK for other professional services rendered
        during the years ended December 31, 2007 or 2006.





**Pre-Approval
      of Services**




All
      audit
      and non-audit services to be performed by the Company's independent accountant
      must be approved in advance by the Audit Committee. The Audit Committee may
      delegate to one member of the committee the authority to grant pre-approvals
      with respect to non-audit services. For audit services, each year the
      independent accountant provides the Audit Committee with an engagement letter
      outlining the scope of proposed audit services to be performed during the year,
      which must be formally accepted by the Committee before the audit commences.
      The
      independent accountant also submits an audit services fee proposal, which also
      must be approved by the Committee before the audit commences.




43





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





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




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





(b) **Exhibits.**




The
      following Exhibits are filed as part of this report


**Exhibit
                No.**
              
              **Description**1.1
              
              Form
                  of Underwriting Agreement (1)1.2
              
              Form
                  of Selected Dealers Agreement (1)3.1
              
              Amended
                  and Restated Certificate of Incorporation (1)3.2
              
              By-laws
                  (1)4.1
              
              Specimen
                  Unit Certificate (1)4.2
              
              Specimen
                  Common Stock Certificate (1)4.3
              
              Specimen
                  Warrant Certificate (1)4.4
              
              Form
                  of Warrant Agreement between Continental Stock Transfer and Trust
                  Company
                  and the Registrant (1)10.1
              
              Form
                  of Letter Agreement by George Sagredos (1)10.2
              
              Form
                  of Letter Agreement by Andreas Theotokis (1)10.3
              
              Form
                  of Letter Agreement by Jonathan Kollek (1)10.4
              
              Form
                  of Letter Agreement by Arie Silverberg (1)10.5
              
              Form
                  of Letter Agreement by David Wong (1)10.6
              
              Form
                  of Letter Agreement by Marios Pantazopoulos (1)10.7
              
              Form
                  of Letter Agreement by Maximos Kremos (1)10.8
              
              Form
                  of Letter Agreement by Peter Blumen (1)10.9
              
              Investment
                  Management Trust Agreement between Continental Stock Transfer and
                  Trust
                  Company and the Registrant (1)10.10
              
              Form
                  of Stock Escrow Agreement between the Registrant, Continental Stock
                  Transfer and Trust Company and the Initial Stockholders
                  (1)10.12
              
              Promissory
                  Note dated October 6, 2005 issued to George Sagredos
                  (1)10.13
              
              Form
                  of Registration Rights Agreement among the Registrant and the Initial
                  Stockholders (1)10.14
              
              Form
                  of Placement Unit Agreement between the Registrant and Maxim Group
                  LLC
                  (1)10.15
              
              Subscription
                  Agreement and Amendment thereto between the Registrant and George
                  Sagredos
                  (1)10.16
              
              Stock
                  Option Agreement, dated as of July 21, 2006, between the Registrant
                  and
                  George Sagredos (1)10.17
              
              Form
                  of $250,000 Promissory Note issued to George Sagredos
                  (1)10.18
              
              Form
                  of $3,675,000 Convertible Promissory Note (1)10.19
              
              Form
                  of Assignment and Assumption of Subscription Agreement
                  (1)10.20
              
              Form
                  of Letter Agreement by Energy Corp. (1)10.21
              
              Stock
                  Option Agreement, dated as of June 6, 2006, between the Registrant
                  and Andreas Theotokis (1)10.22
              
              Second
                  Amendment to Subscription Agreement (1)10.23
              
              Consulting
                  Agreement, dated November 17, 2006, by and between the Registrant
                  and
                  Sinitus AG (2)10.24
              
              Amended
                  and Acquisition Infrastructure Restated Share Purchase Agreement
                  by and
                  among Vanship Holdings Limited, Energy Corp., and the Energy
                  Infrastructure Merger Corporation10.25
              
              Committed
                  Term sheet of DVB Merchant Bank (Asia) Ltd., Fortis Bank S.A. /
                  N.V. and
                  NIBC Bank Ltd.10.26
              
              Side
                  Letter to Committed Term Sheet14
              
              Code
                  of Business Conduct and Ethics (1)31.1
              
              Certification
                of Chief Executive Officer31.2
              
              Certification
                of Chief Financial Officer32.1
              
              Certification
                of Chief Executive Officer and Chief Financial Officer pursuant to
                Section
                906 of the Sarbanes-Oxley Act of
                2002




(1)
      Incorporated by reference to the Registrant’s Registration Statement on Form S-1
      (File No. 333-124601).


(2)
      Incorporated by reference to the Registrant's
      Form 10-K for the year ended December 31, 2006 (File No. 001-32941)




44


**SIGNATURES**




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





ENERGY
                INFRASTRUCTURE ACQUISITION CORP.April
                1, 2008
            By:
            /s/
                Marios PantazopolousMarios
                Pantazopolous, Chief Financial
                Officer







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





**Signature**
            
            **Title**
            
            **Date**/s/
                Arie Silverberg
            
            Chief
                Executive Officer and Director
            
            April
                1, 2008Arie
                Silverberg
            
            (principal
                executive officer)/s/
                Marios Pantazopoulos
            
            Chief
                Financial Officer and Director
            
            April 1,
                2008Marios
                Pantazopoulos
            
            (principal
                financial and accounting officer)/s/
                George Sagredos
            
            Chief
                Operating Officer,
            
            April
                1, 2008George
                Sagredos
            
            President
              andDirector/s/
                Andreas Theotokis
            
            Chairman
                of the Board of Directors and Director
            
            April
                1, 2008Andreas
                Theotokis/s/
                Jonathan Kollek
            
            Director
            
            April
                1, 2008Jonathan
                Kollek/s/
                David Wong
            
            Director
            
            April
                1, 2008David
                Wong/s/
                Maximos Kremos
            
            Director
            
            April
                1, 2008Maximos
                Kremos/s/
                Peter Blumen
            
            Director
            
            April
                1, 2008Peter
                Blumen/s/
                Philippe Meyer
            
            Director
            
            April
                1, 2008Philippe
                Meyer




45





**ENERGY
      INFRASTRUCTURE ACQUISITION CORP.**


(a
      corporation in the development stage)




**FINANCIAL
      STATEMENTS**


**AND**


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**




**INDEX**




Report
                of Independent Registered Public Accounting Firm
            
            F-2Financial
                StatementsBalance
                Sheets as of December 31, 2007 and 2006
            
            F-4Statements
                of Operations for the years ended December 31, 2007 and 2006, and
                for the
                periods from August 11, 2005 (Inception) to December 31, 2005 and
                August 11, 2005 (Inception) to December 31, 2007 (Cumulative)
            
            F-5Statement
                of Stockholders’ Equity for the period August 11, 2005 (Inception) to
                December 31, 2007
            
            F-6Statements
                of Cash Flows for the years ended December 31, 2007 and 2006, and
                for the
                periods August 11, 2005 (Inception) to December 31, 2005 and
                August 11, 2005 (Inception) to December 31, 2007 (Cumulative)
            
            F-7Notes
                to Financial Statements
            
            F-8







**Report
        of Independent Registered Public Accounting Firm**
 
 To
        the Board of Directors and Stockholders
 Energy
        Infrastructure Acquisition Corp.
 
 We
        have audited the balance sheet of Energy Infrastructure Acquisition Corp.
        (a
        corporation in the development stage) as of December 31, 2007, and the related
        statements of operations, stockholders' equity and cash flows for the year
        then
        ended and the amounts included in the cumulative columns in the statements
        of
        operations and cash flows for the year then ended. These financial statements
        are the responsibility of the Company's management. Our responsibility is
        to
        express an opinion on these financial statements based on our
        audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provide a reasonable
        basis for our opinion.
 
 In
        our opinion, the financial statements referred to above present fairly, in
        all
        material respects, the financial position of Energy Infrastructure Acquisition
        Corp. as of December 31, 2007, and the results of its operations and its
        cash
        flows for the year then ended in conformity with U.S. generally accepted
        accounting principles.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 1 to the financial
        statements, the Company may face a mandatory liquidation by July 21, 2008
        if a
        business combination is not consummated, which raises substantial doubt as
        to
        its ability continue as a going concern. The financial statements do not
        include
        any adjustments that might result from the outcome of this uncertainty.
 
 We
        also
        have audited the adjustments described in Note 12 that were applied to restate
        the balance sheet as of December 31, 2006, and the statements of operations,
        stockholders’ equity and cash flows for the year then ended, and the amounts
        included in the cumulative column for the year then ended, to correct errors.
        In
        our opinion, such adjustments are appropriate and have been properly applied.
        We
        were not engaged to audit, review, or apply any procedures to the 2006 financial
        statements of the Company other than with respect to the adjustments and,
        accordingly, we do not express an opinion or any other form of assurance
        on the
        2006 financial statements taken as a whole.
 
 We
        also have audited, in accordance with the standards of the Public Company
        Accounting Oversight Board (United States), Energy Infrastructure Acquisition
        Corp.'s internal control over financial reporting as of December 31, 2007,
        based
        on criteria established in Internal Control—Integrated Framework issued by the
        Committee of Sponsoring Organizations of the Treadway Commission (COSO) and
        our
        report dated March 31, 2008 expressed an opinion that Energy Infrastructure
        Acquisition Corp. had not maintained effective internal control over financial
        reporting as of December 31, 2007, based on  criteria
        established in Internal Control—Integrated Framework issued by the Committee of
        Sponsoring Organizations of the Treadway Commission (COSO). .
 
 
 /s/
        MCGLADREY & PULLEN, LLP
 MCGLADREY
        & PULLEN, LLP
 New
        York, NY
 March
        31, 2008





F-2


REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
        the
        Board of Directors and Stockholders of
 Energy
        Infrastructure Acquisition Corp.
  We
        have
        audited, before the effects of the adjustments for the correction of the
        error
        described in Note 12, the accompanying balance sheet of Energy Infrastructure
        Acquisition Corp. (a corporation in the development stage) as of December
        31,
        2006, and the related statements of operations, stockholders’ equity and cash
        flows for the year ended December 31, 2006 and for the period from August
        11,
        2005 (inception) to December 31, 2005, and the amounts included in the
        cumulative column for the period from August 11, 2005 (inception) to December
        31, 2006 . These financial statements are the responsibility of the Company’s
        management. Our responsibility is to express an opinion on these financial
        statements based on our audits.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
  In
        our
        opinion, except for the effects of the error described in Note 12, the financial
        statements referred to above present fairly, in all material respects, the
        financial position of Energy Infrastructure Acquisition Corp. as of December
        31,
        2006, and the results of its operations and its cash flows for the year then
        ended, and for the period from August 11, 2005 (inception) to December 31,
        2005,
        and the period included in the cumulative column from August 11, 2005
        (inception) to December 31, 2006, in conformity with United States generally
        accepted accounting principles.
 
 We
        were
        not engaged to audit, review, or apply procedures to the adjustments for
        the
        correction of the error described in Note 12 and, accordingly, we do not
        express
        an opinion or any other form of assurance about whether such adjustments
        are
        appropriate and have been properly applied. Those adjustments were audited
        by
        McGladrey & Pullen, LLP.
   **/s/GOLDSTEIN
        GOLUB KESSLER LLP**
 **GOLDSTEIN
        GOLUB KESSLER LLP**
 New
        York,
        New York
 
 March
        28,
        2007




F-3





**ENERGY
      INFRASTRUCTURE ACQUISITION CORP.**


(a
      corporation in the development stage)





**BALANCE
      SHEETS**





**December
                31,****2007**
            
            **2006****(Restated)**ASSETSCurrent
                assets:Cash
            
            $
            13,933
            
            $
            553,716Money
                market funds - held in trust
            
            
            217,023,161
            
            
            211,414,806Prepaid
                expenses
            
            
            108,341
            
            
            113,960Total
                current assets
            
            
            217,145.435
            
            
            212,082,482Deferred
                acquisition costs
            
            
            1,065,043
            
            
            —Total
                assets
            
            $
            218,210,478
            
            $
            212,082,482LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilities:Accounts
                payable and accrued expenses
            
            $
            1,150,444
            
            $
            202,185Amounts
                due to underwriter
            
            
            2,531,656
            
            
            2,757,186Deferred
                interest on funds held in trust
            
            
            1,156,315
            
            
            —Accrued
                interest payable to stockholder
            
            
            40,489
            
            
            58,649Due
                to stockholder
            
            
            —
            
            
            193,188Term
                loan payable to stockholder
            
            
            —
            
            
            475,000Convertible
                loans payable to stockholder
            
            
            2,685,000
            
            
            2,685,000Total
                current liabilities
            
            
            7,563,904
            
            
            6,371,208Common
                stock subject to possible redemption - 6,525,118 shares at redemption
                value
            
            
            64,619,129
            
            
            64,619,129Commitments
                and contingenciesStockholders’
                equity:Preferred
                stock, $0.0001 par value; authorized - 1,000,000 shares; issued -
                none
            
            
            —
            
            
            —Common
                stock, $0.0001 par value; authorized - 89,000,000 shares; issued
                and
                outstanding - 27,221,747 shares, inclusive of 6,525,118 shares subject
                to
                possible redemption
            
            
            2,722
            
            
            2,722Paid-in
                capital in excess of par
            
            
            155,571,903
            
            
            143,932,603Deficit
                accumulated during the development stage
            
            
            (9,547,180
            )
            
            (2,843,180
            )Total
                stockholders’ equity
            
            
            146,027,445
            
            
            141,092,145Total
                liabilities and stockholders’ equity
            
            $
            218,210,478
            
            $
            212,082,482




*See
      accompanying notes to financial statements.*




F-4





**ENERGY
      INFRASTRUCTURE ACQUISITION CORP.**


(a
      corporation in the development stage)





**STATEMENTS
      OF OPERATIONS**


**Years
                  Ended December
                  31,**
              
              
              **Period from**
                **August 11,
                  2005**
              
              
              **Period from**
                **August 11,
                  2005****2007**
              
              
              **2006**
              
              
              **(Inception)
                   to**
                **December
                   31,**
                **2005**
              
              
              **(Inception)
                   to**
                **December
                   31,**
                **2007
                  (Cumulative)****(Restated)**Operating
                  expenses, including stock-based compensation to management of $11,639,300
                  and $5,334,679 for the years ended December 31, 2007 and 2006 (Restated),
                  and $16,973,979 for the period from August 11, 2005 (Inception)
                  to
                  December 31, 2007 (Cumulative)
              
              $
              (12,971,706
              )
              $
              (5,924,945
              )
              $
              (910
              )
              $
              (18,897,561
              )Interest
                  income
              
              
              6,369,468
              
              
              3,139,543
              
              
              1,781
              
              
              9,510,792Interest
                  expense - stockholder
              
              
              (101,762
              )
              
              (55,899
              )
              
              (2,750
              )
              
              (160,411
              )Net
                  loss
              
              $
              (6,704,000
              )
              $
              (2,841,301
              )
              $
              (1,879
              )
              $
              (9,547,180
              )Net
                  loss per common share - basic and diluted
              
              $
              (0.25
              )
              $
              (0.18
              )
              $
              (0.00
              )
              $
              (0.51
              )Weighted
                  average common shares outstanding -
                basic
                  and diluted
              
              
              27,221,747
              
              
              15,366,555
              
              
              5,831,349
              
              
              18,761,298




*See
      accompanying notes to financial statements.*





F-5





**ENERGY
      INFRASTRUCTURE ACQUISITION CORP.**


(a
      corporation in the development stage)





**STATEMENT
      OF STOCKHOLDERS’ EQUITY**





**Common
                Stock**
            
            **Paid-in**
              **Capital**
              **in
                Excess**
            
            **Deficit**
              **Accumulated**
              **During
                the**
              **Development**
            
            **Total**
              **Stockholders’****Shares**
            
            **Amount**
            
            **of
                Par**
            
            **Stage**
            
            **Equity**Balance,
                August 11, 2005 (Inception)
            
            
            —
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —Sale
                of shares to founding stockholders at $0.0043 per share
            
            
            5,831,349
            
            
            583
            
            
            24,417
            
            
            —
            
            
            25,000Net
                loss for the period ended December 31, 2005
            
            
            —
            
            
            —
            
            
            —
            
            
            (1,879
            )
            
            (1,879
            )Balance,
                December 31, 2005
            
            
            5,831,349
            
            
            583
            
            
            24,417
            
            
            (1,879
            )
            
            23,121Shares
                surrendered and cancelled
            
            
            (562,500
            )
            
            (56
            )
            
            56
            
            
            —
            
            
            —Shares
                issued in private placement and public offering, net of offering
                costs
            
            
            21,750,398
            
            
            2,175
            
            
            203,192,600
            
            
            —
            
            
            203,194,775Shares
                issued to underwriter
            
            
            202,500
            
            
            20
            
            
            (20
            )
            
            —
            
            
            —Shares
                reclassified to “Common stock subject to possible
                redemption”
            
            
            —
            
            
            —
            
            
            (64,619,129
            )
            
            —
            
            
            (64,619,129
            )Stock-based
                compensation
            
            
            —
            
            
            —
            
            
            5,334,679
            
            
            —
            
            
            5,334,679Net
                loss for the year (Restated)
            
            
            —
            
            
            —
            
            
            —
            
            
            (2,841,301
            )
            
            (2,841,301
            )Balance,
                December 31, 2006 (Restated)
            
            
            27,221,747
            
            
            2,722
            
            
            143,932,603
            
            
            (2,843,180
            )
            
            141,092,145Stock-based
                compensation
            
            
            —
            
            
            —
            
            
            11,639,300
            
            
            —
            
            
            11,639,300Net
                loss for the year
            
            
            —
            
            
            —
            
            
            —
            
            
            (6,704,000
            )
            
            (6,704,000
            )Balance,
                December 31, 2007
            
            
            27,221,747
            
            $
            2,722
            
            $
            155,571,903
            
            $
            (9,547,180
            )
            $
            146,027,445





*See
      accompanying notes to financial statements* .







F-6




**ENERGY
      INFRASTRUCTURE ACQUISITION CORP.**


(a
      corporation in the development stage)





**STATEMENTS
      OF CASH FLOWS**




**Years
                    Ended December 31,**
                
                **Period from****August 11,****2005**
                
                **Period from**
                  **August 11,
                    2005(Inception) to****2007**
                
                **2006**
                
                ****(Inception)
                    to****December
                    31, **2005******
                
                **December
                    31, **2007
                    (Cumulative)******(Restated)**Cash
                    flows from operating activitiesNet
                    loss
                
                $
                (6,704,000
                )
                $
                (2,841,301
                )
                $
                (1,879
                )
                $
                (9,547,180
                )Adjustments
                    to reconcile net loss to net cash provided by (used in) operating
                    activities:Stock-based
                    compensation
                
                
                11,639,300
                
                
                5,334,679
                
                
                —
                
                
                16,973,979Interest
                    earned on funds held in trust
                
                
                (7,524,361
                )
                
                (3,130,359
                )
                
                —
                
                
                (10,654,720
                )Changes
                    in operating assets and liabilities:(Increase)
                    decrease in -Prepaid
                    expenses
                
                
                5,619
                
                
                (113,960
                )
                
                —
                
                
                (108,341
                )Increase
                    (decrease) in -Accounts
                    payable and accrued expenses
                
                
                179,487
                
                
                201,275
                
                
                910
                
                
                381,672Deferred
                    interest on funds held in trust
                
                
                1,156,315
                
                
                —
                
                
                —
                
                
                1,156,315Accrued
                    interest payable to stockholder
                
                
                (18,160
                )
                
                55,899
                
                
                2,750
                
                
                40,489Net
                    cash provided by (used in) operating activities
                
                
                (1,265,800
                )
                
                (493,767
                )
                
                1,781
                
                
                (1,757,786
                )Cash
                    flows from investing activitiesFunds
                    placed in trust account
                
                
                —
                
                
                (209,250,000
                )
                
                —
                
                
                (209,250,000
                )Payment
                    of deferred acquisition costs
                
                
                (296,271
                )
                
                —
                
                
                —
                
                
                (296,271
                )Withdrawals
                    from trust account
                
                
                2,000,000
                
                
                1,000,000
                
                
                —
                
                
                3,000,000Net
                    cash provided by (used in) investing activities
                
                
                1,703,729
                
                
                (208,250,000
                )
                
                —
                
                
                (206,546,271
                )Cash
                    flows from financing activitiesProceeds
                    from initial sale of common stock
                
                
                —
                
                
                —
                
                
                25,000
                
                
                25,000Gross
                    proceeds from private placement
                
                
                —
                
                
                8,253,980
                
                
                —
                
                
                8,253,980Gross
                    proceeds from public offering
                
                
                —
                
                
                209,050,000
                
                
                —
                
                
                209,050,000Payment
                    of offering costs
                
                
                (309,524
                )
                
                (11,286,466
                )
                
                (100,000
                )
                
                (11,695,990
                )Proceeds
                    from stockholder loans
                
                
                —
                
                
                3,160,000
                
                
                300,000
                
                
                3,460,000Repayment
                    of stockholder loans
                
                
                (475,000
                )
                
                (300,000
                )
                
                —
                
                
                (775,000
                )Decrease
                    in attorney trust account
                
                
                —
                
                
                25,000
                
                
                (25,000
                )
                
                —Proceeds
                    from (repayments of) stockholder advances
                
                
                (193,188
                )
                
                193,188
                
                
                —
                
                
                —Net
                    cash provided by (used in) financing activities
                
                
                (977,712
                )
                
                209,095,702
                
                
                200,000
                
                
                208,317,990Net
                    increase (decrease) in cash
                
                
                (539,783
                )
                
                351,935
                
                
                201,781
                
                
                13,933Cash
                    at beginning of period
                
                
                553,716
                
                
                201,781
                
                
                —
                
                
                —Cash
                    at end of period
                
                $
                13,933
                
                $
                553,716
                
                $
                201,781
                
                $
                13,933Supplemental
                    disclosure of cash flow information:Non-cash
                    investing and financing activity:Increase
                    in accrued acquisition costs
                
                $
                768,772
                
                $
                —
                
                $
                —
                
                $
                768,772Increase
                    in accrued offering costs and placement fees, net
                
                $
                —
                
                $
                2,674,444
                
                $
                48,295
                
                $
                2,722,739Common
                    stock subject to possible redemption
                
                $
                —
                
                $
                64,619,129
                
                $
                —
                
                $
                64,619,129Cash
                    paid during the periods for:Interest
                
                $
                119,922
                
                $
                —
                
                $
                —
                
                $
                119,922Income
                    taxes
                
                $
                —
                
                $
                —
                
                $
                —
                
                $
                —
  *See
          accompanying notes to financial statements.*
 
 F-7


**ENERGY
      INFRASTRUCTURE ACQUISITION CORP.**


(a
      corporation in the development stage)




**NOTES
      TO FINANCIAL STATEMENTS**




**YEARS
      ENDED DECEMBER 31, 2007 AND 2006,**


**AND
      THE PERIOD FROM AUGUST 11, 2005 (INCEPTION) TO DECEMBER 31,
      2005**




**1.
      Organization and Proposed Business Operations**




Energy
      Infrastructure Acquisition Corp. (the “Company”) was incorporated in Delaware on
      August 11, 2005 as a blank check company formed to acquire, through a merger,
      capital stock exchange, asset acquisition or other similar business combination,
      one or more businesses in the energy or energy-related industries.




At
      December 31, 2007, the Company had not yet commenced any business operations
      and
      is therefore considered a “corporation in the development stage”. All activity
      through December 31, 2007 relates to the Company’s formation and capital raising
      efforts, as described below. The
      Company is subject to the risks associated with development stage companies. The
      Company has selected December 31 as its fiscal year-end.




The
      Company’s ability to acquire an operating business was contingent upon obtaining
      adequate financial resources through a private placement in accordance with
      Regulation S under the Securities Act of 1933, as amended (the “Private
      Placement”), a public offering (the “Public Offering”, and together with the
      Private Placement, the “Offerings”) and a loan from an off-shore company
      controlled by the Company’s President and Chief Operating Officer, all of which
      were completed by August 31, 2006. The Company’s management has broad discretion
      with respect to the specific application of the net proceeds of the Offerings,
      although substantially all of the net proceeds of the Offerings are intended
      to
      be generally applied toward consummating a business combination with an
      operating company. As used herein, a “target business” shall include one or more
      operating businesses that supports the process of bringing energy, in the form
      of crude oil, natural and liquefied petroleum gas, and refined and specialized
      products (such as petrochemicals), from production to final consumption
      throughout the world, and a “business combination” shall mean the acquisition by
      the Company of such a target business. There can be no assurances that the
      Company will be able to successfully effect a business combination.





The
      Company restated its 2006 financial statements as described at Note
      12.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 3, the Company will
      face
      mandatory liquidation by July 21, 2008 if a business combination is not
      consummated, which raises substantial doubt about the Company’s ability to
      continue as a going concern. On December 3, 2007, the Company executed a
      definitive agreement, as amended and restated on February 6, 2008, to
      acquire certain operating assets (see Note 4). This transaction is subject
      to various closing conditions, including the approval of the Company’s
      stockholders, the preparation and execution of definitive transaction documents,
      the preparation of audited financial statements of the entities to be acquired,
      and compliance with various securities laws and regulations. The
      Company will also require additional capital to fund operating and transaction
      costs during 2008 prior to the closing of a business combination. In this
      regard, during March 2008, a company controlled by the Company’s President and
      Chief Operating Officer made a $500,000 short-term interest-bearing loan to
      the
      Company for working capital purposes. The financial statements do not include
      any adjustments that might result from the outcome of these
      uncertainties.





**2** **.
      Summary of Significant Accounting Policies**





***Cash
      Equivalents and Concentrations***




The
      Company considers all highly liquid investments with an original maturity of
      three months or less when purchased to be cash equivalents. Such cash and cash
      equivalents, at times, may exceed federally insured limits. The Company
      maintains its accounts with financial institutions with high credit
      ratings.




***Income
      Taxes***




The
      Company accounts for income taxes pursuant to Statement of Financial Accounting
      Standards No. 109, “Accounting for Income Taxes” (“SFAS No. 109”), which
      establishes financial accounting and reporting standards for the effects of
      income taxes that result from an enterprise’s activities during the current and
      preceding years. SFAS No. 109 requires an asset and liability approach for
      financial accounting and reporting for income taxes.





F-8





In
      July
      2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an
      interpretation of FASB Statement No. 109” (“FIN 48”), which provides
      criteria for the recognition, measurement, presentation and disclosure of
      uncertain tax positions. A tax benefit from an uncertain position may be
      recognized only if it is “more likely than not” that the position is sustainable
      based on its technical merits. The provisions of FIN 48 are effective for
      fiscal years beginning after December 15, 2006. The adoption of FIN 48 on
      January 1, 2007 did not have a material effect on the Company’s financial
      statements.




The
      Company records a valuation allowance to reduce its deferred tax assets to
      the
      amount that is more likely than not to be realized. In the event the Company
      was
      to determine that it would be able to realize its deferred tax assets in the
      future in excess of its recorded amount, an adjustment to the deferred tax
      assets would be credited to operations in the period such determination was
      made. Likewise, should the Company determine that it would not be able to
      realize all or part of its deferred tax assets in the future, an adjustment
      to
      the deferred tax assets would be charged to operations in the period such
      determination was made.




For
      federal income tax purposes, net operating losses can be carried forward for
      a
      period of 20 years until they are either utilized or until they
      expire.





***Earnings
      Per Share***




The
      Company computes earnings per share in accordance with SFAS No. 128,
“Earnings per Share” and SEC Staff Accounting Bulletin No. 98.  SFAS
      No. 128 requires companies with complex capital structures to present basic
      and diluted EPS.  Basic EPS is measured as the income available to common
      shareholders divided by the weighted average common shares outstanding for
      the
      period.  Diluted EPS is similar to basic EPS but presents the dilutive
      effect on a per share basis of potential common shares (e.g., convertible
      securities, options and warrants) as if they had been converted at the beginning
      of the periods presented, or issuance date, if later.  Potential common
      shares that have an anti-dilutive effect (i.e., those that increase income
      per
      share or decrease loss per share) are excluded from the calculation of diluted
      EPS.





At
      December 31, 2007 and 2006, the Company had securities entitling the holder
      thereof to acquire shares of common stock as shown below. The effect of all
      outstanding warrants, stock options and convertible loans was anti-dilutive
      for
      all periods presented.




Warrants
            
            
            21,750,398Stock
                options
            
            
            3,585,000Convertible
                loans
            
            
            537,000Total
            
            
            25,872,398




***Use
      of Estimates***




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




***Fair
      Value of Financial Instruments***




The
      carrying amounts of cash, money market funds, prepaid expenses, accounts
      payable, accrued expenses, notes, loans and amounts due to stockholder
      approximate their respective fair values due to the short-term nature of these
      items and/or the current interest rates payable in relation to current market
      conditions.




F-9


***Stock-Based
        Compensation***


The
      Company accounts for share-based payments pursuant to Statement of Financial
      Accounting Standards No. 123R, “Share-Based Payments” (“SFAS No. 123R”). SFAS
      No. 123R requires all share-based payments, including grants of employee stock
      options to employees, to be recognized in the financial statements based on
      their fair values.




The
      Company adopted SFAS No. 123R effective January 1, 2006, and is using the
      modified prospective method in which compensation cost is recognized beginning
      with the effective date (a) based on the requirements of SFAS No. 123R for
      all
      share-based payments granted after the effective date and (b) based on the
      requirements of SFAS No. 123R for all awards granted to employees prior to
      the
      effective date of SFAS No. 123R that remained unvested on the effective
      date.




Accordingly,
      the Company recognizes compensation cost for equity-based compensation for
      all
      new or modified grants issued after December 31, 2005. The Company did not
      have
      any modified grants during 2006 or 2007.




In
      addition, commencing January 1, 2006, the Company was required to recognize
      the
      unvested portion of the grant date fair value of awards issued prior to the
      adoption of SFAS No. 123R based on the fair values previously calculated for
      disclosure purposes over the remaining vesting period of the outstanding stock
      options and warrants. The Company did not have any unvested outstanding stock
      options and warrants at December 31, 2005.





Pro
      forma
      information regarding net income (loss) per share is required by SFAS No. 123
      as
      if the Company had accounted for its employee stock options and warrants under
      the fair value method of such statement. However, during the period from
      August 11 (Inception) to December 31, 2005, the Company had no stock options
      or
      warrants outstanding. Accordingly, no pro forma financial disclosure has been
      presented for the period from August 11, 2005 (Inception) to December 31,
      2005.




***Deferred
      Interest on Funds Held in Trust***





Deferred
      interest on funds held in trust consists of the 30% less one share portion
      of
      the interest earned on the funds held in trust, which is the maximum amount,
      net
      of permitted withdrawals by the Company, that the Company would be obligated
      to
      pay to stockholders who elect to have their stock redeemed by the Company
      without resulting in a rejection of a business combination.





***Recent
      Accounting Pronouncements***





In
      September 2006, the FASB issued Statement of Financial Accounting Standards
      No. 157, “Fair Value Measurements” (“SFAS No. 157”), which establishes a
      formal framework for measuring fair value under Generally Accepted Accounting
      Principles (“GAAP”). SFAS No. 157 defines and codifies the many definitions of
      fair value included among various other authoritative literature, clarifies
      and,
      in some instances, expands on the guidance for implementing fair value
      measurements, and increases the level of disclosure required for fair value
      measurements. Although SFAS No. 157 applies to and amends the provisions of
      existing FASB and American Institute of Certified Public Accountants (“AICPA”)
      pronouncements, it does not, of itself, require any new fair value measurements,
      nor does it establish valuation standards. SFAS No. 157 applies to all other
      accounting pronouncements requiring or permitting fair value measurements,
      except for: SFAS No. 123R, share-based payment and related pronouncements,
      the
      practicability exceptions to fair value determinations allowed by various other
      authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9
      that deal with software revenue recognition. SFAS No. 157 is effective for
      financial statements issued for fiscal years beginning after November 15,
      2007, and interim periods within those fiscal years. The Company is currently
      assessing the potential effect of SFAS No. 157 on its financial statements.





In
      February 2007, the FASB issued Statement of Financial Accounting Standards
      No. 159, “The Fair Value Option for Financial Assets and Financial
      Liabilities” (“SFAS No. 159”), which provides companies with an option to report
      selected financial assets and liabilities at fair value. SFAS No. 159’s
      objective is to reduce both complexity in accounting for financial instruments
      and the volatility in earnings caused by measuring related assets and
      liabilities differently. Generally accepted accounting principles have required
      different measurement attributes for different assets and liabilities that
      can
      create artificial volatility in earnings. SFAS No. 159 helps to mitigate this
      type of accounting-induced volatility by enabling companies to report related
      assets and liabilities at fair value, which would likely reduce the need for
      companies to comply with detailed rules for hedge accounting. SFAS No. 159
      also establishes presentation and disclosure requirements designed to facilitate
      comparisons between companies that choose different measurement attributes
      for
      similar types of assets and liabilities. SFAS No. 159 requires companies to
      provide additional information that will help investors and other users of
      financial statements to more easily understand the effect of the company’s
      choice to use fair value on its earnings. SFAS No. 159 also requires companies
      to display the fair value of those assets and liabilities for which the company
      has chosen to use fair value on the face of the balance sheet. SFAS No. 159
      does
      not eliminate disclosure requirements included in other accounting standards,
      including requirements for disclosures about fair value measurements included
      in
      SFAS No. 157 and SFAS No. 107. SFAS No. 159 is effective as of the
      beginning of a company’s first fiscal year beginning after November 15,
      2007. Early adoption is permitted as of the beginning of the previous fiscal
      year provided the company makes that choice in the first 120 days of that
      fiscal year and also elects to apply the provisions of SFAS No. 157. The Company
      is currently assessing the potential effect of SFAS No. 159 on its financial
      statements.





F-10




In
        December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS
        No. 141(R)”), which requires an acquirer to recognize in its financial
        statements as of the acquisition date (i) the identifiable assets acquired,
        the
        liabilities assumed, and any noncontrolling interest in the acquiree, measured
        at their fair values on the acquisition date, and (ii) goodwill as the excess
        of
        the consideration transferred plus the fair value of any noncontrolling interest
        in the acquiree at the acquisition date over the fair values of the identifiable
        net assets acquired. Acquisition-related costs, which are the costs an acquirer
        incurs to effect a business combination, will be accounted for as expenses
        in
        the periods in which the costs are incurred and the services are received,
        except that costs to issue debt or equity securities will be recognized in
        accordance with other applicable GAAP. SFAS No. 141(R) makes significant
        amendments to other pronouncements and other authoritative guidance to provide
        additional guidance or to conform the guidance in that literature to that
        provided in SFAS No. 141(R). SFAS No. 141(R) also provides guidance as to
        what
        information is to be disclosed to enable users of financial statements to
        evaluate the nature and financial effects of a business combination. SFAS
        No.
        141(R) is effective for financial statements issued for fiscal years beginning
        on or after December 15, 2008. Early adoption is prohibited.





In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements - an amendment of ARB No. 51” (“SFAS No.
      160”), which revises the relevance, comparability, and transparency of the
      financial information that a reporting entity provides in its consolidated
      financial statements by establishing accounting and reporting standards that
      require (i) the ownership interests in subsidiaries held by parties other than
      the parent be clearly identified, labeled, and presented in the consolidated
      statement of financial position within equity, but separate from the parent’s
      equity, (ii) the amount of consolidated net income attributable to the parent
      and to the noncontrolling interest be clearly identified and presented on the
      face of the consolidated statement of income, (iii) changes in a parent’s
      ownership interest while the parent retains its controlling financial interest
      in its subsidiary be accounted for consistently as equity transactions, (iv)
      when a subsidiary is deconsolidated, any retained noncontrolling equity
      investment in the former subsidiary be initially measured at fair value, with
      the gain or loss on the deconsolidation of the subsidiary being measured using
      the fair value of any noncontrolling equity investment rather than the carrying
      amount of that retained investment, and (v) entities provide sufficient
      disclosures that clearly identify and distinguish between the interests of
      the
      parent and the interests of the noncontrolling owners. SFAS No. 160 amends
      FASB
      No. 128 to provide that the calculation of earnings per share amounts in the
      consolidated financial statements will continue to be based on the amounts
      attributable to the parent. SFAS No. 160 is effective for financial statements
      issued for fiscal years, and interim periods within those fiscal years,
      beginning on or after December 15, 2008. Early adoption is prohibited. SFAS
      No. 160 shall be applied prospectively as of the beginning of the fiscal year
      in
      which it is initially applied, except for the presentation and disclosure
      requirements, which shall be applied retrospectively for all periods presented.
      The Company has not yet determined the effect on its consolidated financial
      statements, if any, upon adoption of SFAS No. 160.





**3.
      Private Placement and Public Offering**




***Private
      Placement***




On
      January 2, 2006, George Sagredos, the Company’s President and Chief Operating
      Officer, entered into a binding firm commitment subscription agreement to
      purchase 825,398 units of the Company’s securities at $10.00 per unit pursuant
      to Regulation S under the Securities Act of 1933, as amended. In June 2006,
      George Sagredos assigned such subscription agreement to Energy Corp., a
      corporation organized under the laws of the Cayman Islands, which is
      wholly-owned by Energy Star Trust, a Cayman Islands trust, to purchase such
      securities on the same terms. George Sagredos and Andreas Theotokis, as
      co-enforcers and beneficiaries of Energy Star Trust, have voting and dispositive
      control over such shares owned by Energy Corp. On July 17, 2006, the
      subscription of $8,253,980 was funded.




***Public
      Offering***




On
      July
      21, 2006, the Company, pursuant to its Public Offering, sold 20,250,000 units
      at
      a price of $10.00 per unit. Each unit consisted of one share of the Company’s
      common stock, $0.0001 par value, and one redeemable common stock purchase
      warrant (“warrant”). Each warrant entitles the holder to purchase from the
      Company one share of common stock at an exercise price of $8.00 commencing
      on
      the later of the completion of a business combination with a target business
      or
      July 17, 2007, one year from the effective date of the Public Offering, and
      expires on July 17, 2010, four years from the date of the prospectus. The
      warrants will be redeemable at a price of $0.01 per warrant upon 30 days notice
      after the warrants become exercisable, only in the event that the last sale
      price of the common stock is at least $14.25 per share for any 20 trading days
      within a 30 trading day period ending on the third day prior to the date on
      which a notice of redemption is given. The common stock and warrants included
      in
      the units began to trade separately on October 4, 2006, and trading in the
      units
      ceased on such date.





F-11




On
      July
      21, 2006, the closing date of the Public Offering, $202,500,000 was placed
      in a
      trust account at Lehman Brothers Inc. maintained by Continental Stock Transfer
      & Trust Company, New York, New York, as trustee (“Trust Account”). This
      amount includes the net proceeds of the Offerings, a convertible loan in the
      principal amount of $2,550,000 made prior to the consummation of the Public
      Offering by Robert Ventures Limited, an off-shore company controlled by the
      Company’s President and Chief Operating Officer, a term loan in the principal
      amount of $475,000 made prior to the consummation of the Public Offering by
      the
      Company’s President and Chief Operating Officer, $2,107,540 of contingent
      underwriting compensation and placement fees (the “Discount”), to be paid to the
      Maxim Group LLC (“Maxim”) and the other underwriters, respectively, if and only
      if, a business combination is consummated. The funds in the Trust Account will
      be invested until the earlier of (i) the consummation of the Company’s first
      business combination or (ii) the liquidation of the Trust Account as part of
      a
      plan of dissolution and liquidation approved by the Company’s
      stockholders.




In
      addition to the contingent and/or deferred underwriting compensation and
      placement fees of $2,107,540 held in trust as described above, the Company
      was
      obligated to pay $412,699 in deferred placement fees to Maxim in connection
      with
      the Regulation S private placement and an additional underwriting fee of
      $500,000 deferred until the consummation of a business combination. Pursuant
      to
      amendments to the Underwriting Agreement, the underwriters subsequently agreed
      to waive the Company’s obligation to pay the underwriters such additional
      deferred underwriting fees of $500,000. On February 28, 2007, June 4, 2007
      and
      September 5, 2007, the Company paid the first three of four quarterly
      installments of $103,175 due on the deferred placement fees of $412,699.





On
      August
      31, 2006, the underwriters of the Company’s Public Offering exercised their
      option to purchase an additional 675,000 units to cover over-allotments. An
      additional $6,750,000 was placed in the Trust Account, bringing the total amount
      placed into the Trust Account to $209,250,000. This additional amount includes
      the net proceeds of the over-allotment of $6,615,000, and an additional
      convertible loan made to the Company by Robert Ventures Limited of $135,000.
      The
      Company incurred an underwriting fee of $337,500 relating to this exercise,
      of
      which $202,500 is deferred and contingent upon the consummation of a business
      combination.





At
      December 31, 2007, amounts due to underwriter in the accompanying balance sheet
      consisted of deferred fees and discounts of $2,310,040, that are contingently
      payable upon the consummation of a business combination, the fourth and final
      installment of the deferred placement fee of $103,174 described above, and
      accrued interest of $118,441 on contingently payable deferred fees and discounts
      included in the Trust Account. At December 31, 2006 (Restated), amounts due
      to
      underwriter consisted of deferred fees and discounts of $2,310,040, that are
      contingently payable upon the consummation of a business combination, the above
      described deferred placement fee of $412,699, and accrued interest of $34,447
      on
      contingently payable deferred fees and discounts included in the Trust Account
      .





The
      Company will use its best efforts to cause a registration statement to become
      effective on or prior to the commencement of the warrant exercise period and
      to
      maintain the effectiveness of such registration statement until the expiration
      of the warrants. If the Company is unable to maintain the effectiveness of
      such
      registration statement until the expiration of the warrants, and therefore
      is
      unable to deliver registered shares, the warrants may become
      worthless.





During
      the year ended December 31, 2006, the Company reimbursed certain of its officers
      and directors for $286,102 of travel and other similar reimbursable expenses
      incurred through July 2006 that related directly to the Company’s Public
      Offering, and which were therefore recorded as offering costs and charged
      directly to stockholders’ equity.




The
      Company will use substantially all of the net proceeds to acquire a target
      business, including identifying and evaluating prospective acquisition
      candidates, selecting the target business, and structuring, negotiating and
      consummating the business combination. To the extent that the Company’s capital
      stock is used in whole or in part as consideration to effect a business
      combination, the proceeds held in the Trust Account, as well as any other net
      proceeds not expended, will be used to finance the operations of the target
      business.




The
      Company is required to submit the acquisition of a target business to its
      stockholders for approval. In the event that public stockholders owning 30%
      or
      more of the outstanding stock sold in the Offerings vote against the business
      combination and elect to have the Company redeem their shares for cash, the
      business combination will not be consummated. All of the Company’s stockholders
      prior to the Offerings, including all of the officers and directors of the
      Company (the “Initial Stockholders”), have agreed to vote their 5,268,849
      founding shares of common stock in accordance with the vote of the majority
      of
      shares purchased in the Offerings with respect to any business combination
      and
      to vote any shares they acquire in the Offerings, or in the aftermarket, in
      favor of the business combination. After consummation of the Company’s first
      business combination, all of these voting safeguards will no longer be
      applicable.





F-12




With
      respect to the first business combination that is approved and consummated,
      any
      holder of shares sold in the Public Offering (the “Public Stockholders”) that
      votes against the business combination, may require that the Company redeem
      their shares. The per share redemption price will equal $10.00 per share
      (inclusive of a pro rata portion of the Discount ($0.10 per share)) and interest
      earned thereon, subject to certain reductions. Accordingly, Public Stockholders
      holding one share less than 30% of the aggregate number of shares sold in the
      Offerings may seek redemption of their shares in the event of a business
      combination.




The
      Company’s Amended and Restated Certificate of Incorporation provides for
      mandatory liquidation of the Company, without stockholder approval, in the
      event
      that the Company does not consummate a business combination by July 21, 2008.
      An
      off-shore company controlled by George Sagredos, the Company’s President and
      Chief Operating Officer, purchased an aggregate of 825,398 units in the Private
      Placement, but has waived its right to liquidation distributions with respect
      to
      the shares of common stock included in such units. Accordingly, in the event
      of
      such a liquidation, the amount in the Trust Account will be distributed to
      the
      holders of the shares sold in the Public Offering.





**4.
      Proposed Business Combination**





On
      December 3, 2007, the Company entered into a definitive agreement, as amended
      and restated on February 6, 2008 (the “Share Purchase Agreement”),
      pursuant to which it has agreed to purchase, through a newly-formed,
      wholly-owned subsidiary, Energy Infrastructure Merger Corporation, a Marshall
      Islands corporation (“EIMC”), the outstanding shares of nine companies from
      Vanship Holdings Limited, a Liberian corporation (“Vanship”), a global shipping
      company carrying on business from Hong Kong, for aggregate consideration of
      $778,000,000, consisting of $643,000,000 payable in cash from the Company’s
      trust fund and borrowings under a credit facility to be negotiated and
      $135,000,000 payable in the form of 13,500,000 shares of common stock of EIMC
      (the “Acquisition”). Each of the nine companies is a special purpose vehicle
      (“SPV”) that owns one very large crude carrier (“VLCC”), which is a tanker
      vessel used to transport crude oil. Additionally, Vanship will be eligible
      to
      earn an additional 3,000,000 shares of common stock of EIMC in each of the
      first
      and second 12-month periods following the merger (up to a total of 6,000,000
      shares in the aggregate) based on the achievement of certain EBITDA milestones
      associated with the purchased vessels. The $643,000,000 cash payment will be
      reduced by the aggregate amount of net indebtedness of the SPVs at the time
      of
      the completion of the business combination and is subject to other closing
      adjustments.





Concurrently
      with the Acquisition, it is intended that the Company will consummate a merger
      with EIMC in which EIMC will be the surviving entity (the “Redomiciliation
      Merger”, and together with the Acquisition, the “Business Combination”).
      Concurrently with and contingent on the closing of the Business
      Combination:





Vanship
      has agreed to purchase up to 5,000,000 units of EIMC to the extent necessary
      for
      EIMC to secure financing for the Acquisition at a purchase price of $10.00
      per
      unit. Each unit will consist of one share of common stock and one common stock
      purchase warrant. The units will be identical to those that were issued in
      the
      Company’s July 2006 IPO except that they will be subject to a lock-up period of
      six months post-closing.





George
      Sagredos, the Company's President and COO and a Director, will convert
      convertible debt in the aggregate principal amount of $2,685,000 into 268,500
      units, at a conversion price of $10.00 per unit. Each unit will consist of
      one
      share of common stock and one common stock purchase warrant. The units will
      be
      identical to those that were issued in the Company’s July 2006 IPO except that
      they will be subject to a lock-up period of six months
      post-closing.





George
      Sagredos will transfer to Vanship, at no additional cost to Vanship, 425,000
      warrants purchased by a company controlled by him in a private placement of
      units in the Company made prior to the Company’s July 2006 IPO.





As
      a
      condition to the closing of the Business Combination, George Sagredos and
      Andreas Theotokis, the Company’s Chairman of the Board of Directors shall have
      agreed to the termination of stock options to purchase an aggregate of 3,585,000
      shares of common stock (exercisable at $0.01 per share) that were issued to
      them
      prior to the Company’s July 2006 IPO.





F-13





George
      Sagredos (and any permitted assignee and/or transferee as permitted by the
      Share
      Purchase Agreement) will be issued 1,000,000 units of EIMC, consisting of one
      share of common stock and one common stock purchase warrant. These units will
      be
      identical to the units issued in the Company’s July 2006 IPO except that they
      will be subject to a lock-up period of six months post-closing.





Under
      the
      Share Purchase Agreement and subject to its ability to do so under applicable
      law, EIMC will pay a dividend of $1.54 per share to EIMC's public shareholders
      on the first anniversary of the consummation of the Business Combination.
      Vanship has agreed, and it is a condition to the closing that EIMC insiders
      shall have agreed, to waive any right to receive dividend payments in respect
      of
      the one-year period immediately following the consummation of the Business
      Combination in order to facilitate the payment of this one-time dividend to
      the
      public shareholders.





Each
      of
      the Acquisition and the Redomiciliation Merger are conditioned upon the
      consummation of the other, and are each subject to customary closing conditions,
      including the approval of the Company’s stockholders, the preparation and
      execution of definitive transaction documents, the preparation of audited
      financial statements of the SPVs, and compliance with various securities laws
      and regulations.





Pursuant
      to the Company’s certificate of incorporation, holders of shares purchased in
      the Company’s initial public offering (other than the Company’s initial
      stockholders) may vote against the Business Combination and demand that the
      Company redeem their shares for a cash payment of $10.00 per share, plus a
      portion of the interest earned not previously released to it (net of taxes
      payable), as of the record date. The Company will not consummate the Business
      Combination if holders of 6,525,119 or more shares exercise these redemption
      rights. If holders of the maximum permissible number of shares elect redemption
      without the Company being required to abandon the Business Combination, the
      Company may not have funds available to proceed with the Business Combination
      unless it is able to obtain additional capital. Assuming that the Company’s
      stockholders approve the Business Combination, EIMC intends to sell such number
      of shares of its common stock equal to the number of shares of the Company’s
      common stock that are redeemed upon completion of the Business Combination.
      The
      proceeds of such sale would be used to fund redemptions of common stock by
      the
      Company’s stockholders. There can be no assurance that EIMC will be able to
      successfully complete such sale. To the extent such sale is not completed and
      the Company has insufficient funds to complete the Business Combination, the
      Business Combination will not occur, and it is likely that the Company will
      be
      required to dissolve and liquidate.





The
      transaction is expected to be accounted for as a “reverse merger” since,
      immediately following completion of the transaction, the stockholder of the
      SPVs
      immediately prior to the transaction will have effective control of the Company
      through its approximately 39% stockholder interest in the combined entity,
      assuming no stockholder redemptions (46% in the event of maximum stockholder
      redemptions) and control of a majority of the board of directors and all of
      the
      senior executive positions. For accounting purposes, the SPVs (through EIMC,
      a
      newly-formed holding company) will be deemed to be the accounting acquirer
      in
      the transaction and, consequently, the transaction will be treated as a
      recapitalization of the SPVs, i.e., the issuance of stock by the SPVs (through
      EIMC) for the stock of the Company. Accordingly, the combined assets,
      liabilities and results of operations of the SPVs will become the historical
      financial statements of the Company, and the Company’s assets, liabilities and
      results of operations will be consolidated with the SPVs beginning on the
      acquisition date. No step-up in basis or intangible assets or goodwill will
      be
      recorded in this transaction, except that the concurrent acquisition of the
      50% equity interest in the three of the SPVs currently held by a third party
      will result in the step-up of the proportionate share of assets and liabilities
      acquired to reflect consideration paid.





At
      December 31, 2007, $1,065,043 of deferred acquisition costs included on the
      Company’s balance sheet consisted principally of legal fees, accounting fees,
      consulting and advisory fees, and other outside costs incurred by the Company
      during 2007 that are related to the Business Combination, and will be charged
      to
      additional paid-in capital upon the consummation of the Business Combination,
      or
      charged to the operations in the event that the Business Combination does not
      occur. The Company is responsible for paying certain of Vanship’s accounting
      fees incurred in conjunction with the Business Combination, which have been
      accrued and included in deferred acquisition costs at December 31, 2007. The
      Company is also responsible for reimbursing Vanship for its legal and accounting
      fees in the event that the Share Purchase Agreement is terminated.





F-14


**5.
         Money Market Funds - Held in Trust**


Money
      market funds - held in trust at December 31, 2007 consist of Lehman Brothers
      Municipal Money Fund Tax Free Money Fund of $73,172,089, including accrued
      interest of $185,418, and Money Market Obligations Trust Tax Free Obligations
      of
      $143,851,072, including accrued interest of $575,292, with coupon rates of
      3.587% and 3.332%, respectively.





Money
      market funds - held in trust at December 31, 2006 consist of Lehman Brothers
      Municipal Money Fund Tax Free Money Fund of $70,671,722, including accrued
      interest of $206,244, and Money Market Obligations Trust Tax Free Obligations
      of
      $140,743,084, including accrued interest of $410,958, with coupon rates of
      3.675% and 3.679%, respectively.





Certain
      portions of these investment funds may not be covered by insurance.





**6.
      Notes and Advances Payable to Stockholder**




On
      July
      17, 2006, Robert Ventures Limited, an off-shore company controlled by George
      Sagredos, loaned $2,550,000 to the Company in the form of a convertible note.
      Such loan bears interest at a per annum rate equivalent to the per annum
      interest rate applied to funds held in the Trust Account during the quarterly
      period covered by such interest payment (average 3.503% from inception to
      December 31, 2007). The Company is obligated to make quarterly interest payments
      on such loan following the expiration of the first full quarter after the date
      that it has drawn down at least $1,000,000 from accrued interest on the Trust
      Account to fund its working capital requirements. During the quarter ended
      December 31, 2006, the Company had met this requirement. Accordingly, on March
      12, 2007, the Company made its first quarterly interest payment of interest
      accrued on this loan through February 28, 2007. Principal on the loan is due
      the
      earlier of the Company’s liquidation or the consummation of a business
      combination. The holder of the loan has the option to convert all of the
      principal of such indebtedness into units that are identical to the units
      offered in the Public Offering, at a conversion price of $10.00 a unit,
      commencing two days following the date the Company files a preliminary proxy
      statement with respect to a proposed business combination. In the event that
      the
      holder of the convertible loan elects to convert the full amount of the loan,
      it
      will receive 255,000 units which, upon separation of the units would result
      in
      the holder having an additional 255,000 shares of common stock and 255,000
      warrants.




On
      August
      31, 2006, in connection with the underwriters’ exercise of their option to
      purchase an additional 675,000 units to cover over-allotments, Roberts Ventures
      Limited loaned an additional $135,000 to the Company in the form of a
      convertible loan under the same terms and conditions as described above. On
      March 12, 2007, the Company made its first quarterly interest payment of
      interest accrued on this loan through February 28, 2007. In the event that
      the
      holder of the additional convertible loan elects to convert the full amount
      of
      the loan, it will receive an additional 13,500 units which, upon separation
      of
      the units, would result in the holder having an additional 13,500 shares of
      common stock and 13,500 warrants.




On
      July
      17, 2006, George Sagredos also loaned $475,000 to the Company. Such loan bears
      interest at a per annum interest rate equivalent to the per annum interest
      rate
      applied to the funds held in the Trust Account during the same period that
      such
      loan is outstanding (average 3.503% from inception to December 31, 2007). The
      Company is obligated to repay the principal and accrued interest on such loan
      following the earlier of (i) the expiration of the second full quarter after
      the
      date that it has drawn down at least $1,000,000 from accrued interest on the
      Trust Account to fund its working capital requirements, (ii) the consummation
      of
      a business combination by the Company, or (iii) the Company’s dissolution and
      liquidation. During the quarter ended December 31, 2006, the Company had met
      this requirement. Accordingly, the Company repaid the principal of $475,000
      and
      accrued interest of $14,437 on this loan on June 4, 2007.




In
      addition to the above, the Company was indebted to George Sagredos for
      non-interest bearing advances totaling $193,188 as of December 31, 2006. On
      May
      7, 2007, such non-interest bearing advances were repaid in full.




**7.
      Common Stock**




The
      Company is authorized to issue 89,000,000 shares of common stock. On December
      30, 2005, the Company issued 3,956,349 shares of common stock to its founders.
      As of April 21, 2006, the Company effected a 0.4739219-for-1 stock dividend,
      which resulted in the issuance of an additional 1,875,000 shares to its
      founders. The Company’s financial statements give retroactive effect to such
      stock dividend.




On
      July
      18, 2006, certain of the Company’s stockholders surrendered for cancellation an
      aggregate 562,500 shares of common stock in order to maintain the percentage
      ownership of its stockholders prior to the Public Offering.





F-15




On
      July
      18, 2006, the Company agreed to issue to Maxim, as representative of the
      underwriters, 202,500 shares of its common stock to be deposited into escrow,
      subject to forfeiture, and released to the representative only upon consummation
      of a business combination.




On
      July
      18, 2006, the founders agreed to surrender, without consideration, up to an
      aggregate of 270,000 of their shares of common stock to the Company for
      cancellation upon consummation of a business combination in the event Public
      Stockholders exercise their right to have the Company redeem their shares for
      cash. Accordingly, for every 23 shares redeemed by Public Stockholders, the
      founders have agreed to surrender one share for cancellation.




**8.
      Preferred Stock**




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




**9.
      Stock Options**




On
      July
      18, 2006, the Company rescinded all prior agreements to grant stock options
      to
      George Sagredos and to Andreas Theotokis. Such agreements were to be effective
      on the closing date of the Public Offering. Also on July 18, 2006, the Company
      authorized the grant to George Sagredos on the closing date of the Public
      Offering of an option to purchase an aggregate of 2,688,750 shares of common
      stock at an exercise price of $0.01 per share, with the option exercisable
      in
      four quarterly installments of 672,187 options on each of the first three
      quarterly installment dates and 672,189 options on the fourth quarterly
      installment date, with the first installment vesting on the date of expiration
      of the three-month period immediately following the consummation of a business
      combination, and with the vesting of such options contingent upon George
      Sagredos being an officer of the Company on each respective vesting date. The
      Company also approved the grant to Andreas Theotokis on the closing date of
      the
      Public Offering of an option to purchase an aggregate of 896,250 shares of
      Common Stock at an exercise price of $0.01 per share, with such option
      exercisable in four quarterly installments of 224,062 options on each of the
      first three quarterly installment dates and 224,064 options on the fourth
      quarterly installment date, with the first installment vesting on the date
      of
      expiration of the three-month period immediately following the consummation
      of a
      business combination, subject to Andreas Theotokis being an officer the Company
      on each respective vesting date. The options granted to George Sagredos and
      to
      Andreas Theotokis are exercisable for a term of five years after the vesting
      date.




Because
      the grant of the options is deemed to be stock-based compensation, commencing
      on
      the date of grant (which occurred at the closing of the Public Offering),
      pursuant to SFAS No. 123R, the Company is required to record a charge to
      operations in an amount equal to the fair value of such options, which the
      Company has estimated using the Black-Scholes option-pricing model, to be an
      aggregate of approximately $34,920,000. In valuing the options, the Company
      did
      not consider it necessary to evaluate possible variations in volatility or
      other
      input metrics, since, due to the very large spread between the exercise price
      of
      the options ($0.01 per share) and the fair value of the underlying common stock
      ($9.75 per share), the Black-Scholes formula yields a consistent fair value
      capped at $9.74 per share ($9.75 minus $0.01). In accounting for the options,
      the Company considers the consummation of a business combination to be a
      performance condition that is expected to be met. As a result of including
      the
      two-year period that the Company has to effect a business combination and the
      one-year vesting period of the options, the Company expects that the charge
      to
      earnings with respect to each quarterly installment will be amortized over
      a
      maximum period of 36 months, which is the implicit service period. Accordingly,
      on an aggregate basis, as a result of the grant of such options, at December
      31,
      2007, the Company is scheduled to recognize stock-based compensation expense
      during the remaining term of such options of approximately $11,640,000 and
      $6,310,000, during the years ending December 31, 2008 and 2009,
      respectively.




In
      the
      event that the Company consummates a business combination in less than two
      years
      from the closing date of the Public Offering, the above amortization schedule
      would be accelerated and the Company therefore would record an increased charge
      to operations through such date based on the revised estimate of the implicit
      service period.




A
      summary
      of stock option activity for the years ended December 31, 2007 and 2006 is
      shown
      below.





**Number**
              **of**
              **Shares**
            
            **Weighted**
              **Average**
              **Exercise**
              **Price**
            
            **Weighted**
              **Average**
              **Remaining**
              **Contractual**
              **Life**
              **(in
                Years)**Options
                outstanding at December 31, 2005
            
            
            —
            
            $
            —
            
            
            —Granted
            
            
            3,585,000
            
            
            0.01
            
            
            7.63Exercised
            
            
            —
            
            
            —
            
            
            —Cancelled
            
            
            —
            
            
            —
            
            
            —Options
                outstanding at December 31, 2006
            
            
            3,585,000
            
            
            0.01
            
            
            7.19Granted
            
            
            —
            
            
            —
            
            
            —Exercised
            
            
            —
            
            
            —
            
            
            —Cancelled
            
            
            —
            
            
            —
            
            
            —Options
                outstanding at December 31, 2007
            
            
            3,585,000
            
            $
            0.01
            
            
            6.19Options
                exercisable at December 31, 2007
            
            
            —
            
            $
            —
            
            
            —





The
      aggregate intrinsic value of stock options outstanding was approximately
      $36,316,000 at December 31, 2007.





F-16





**10.
      Income Taxes**





Deferred
      income taxes reflect the net tax effects of temporary differences between the
      carrying amounts of assets and liabilities for financial reporting purposes
      and
      the amounts used for income tax purposes. Significant components of the
      Company's deferred tax assets as of December 31, 2007 and 2006 are as
      follows:





**December
                31,****2007**
            
            **2006****(Restated)**Expenses
                deferred for income tax purposes
            
            $
            541,000
            
            $
            144,000Interest
                expense to related party
            
            
            14,000
            
            
            20,000Net
                operating loss carryforwards
            
            
            149,000
            
            
            54,000Total
                deferred tax assets
            
            
            704,000
            
            
            218,000Valuation
                allowance
            
            
            (704,000
            )
            
            (218,000
            )Net
                deferred tax assets
            
            $
            —
            
            $
            —








No
      federal tax provision has been provided for the years ended December 31, 2007
      and 2006, and the period from August 11, 2005 (Inception) to December 31, 2005,
      due to the losses incurred to date. The reconciliation between the income tax
      rate computed by applying the U.S. federal statutory rate and the effective
      rate
      for the years ended December 31, 2007, and 2006, and the period from August
      11,
      2005 (Inception) to December 31, 2005, is as follows:




**Years
                  Ended December 31,**
              
              **Period from**
                **August 11,**
                **2005****2007**
              
              **2006**
              
              **(Inception)
                  to**
                **December
                  31,**
                **2005****(Restated)**U.S.
                  federal statutory tax rate
              
              
              (34.0
              %)
              
              (34.0
              %)
              
              (34.0
              %)Tax-exempt
                  interest income
              
              
              (32.3
              %)
              
              (19.5
              %)
              
              —Non-deductible
                  stock-based compensation
              
              
              59.0
              %
              
              47.8
              %
              
              —Change
                  in valuation allowance
              
              
              7.3
              %
              
              5.7
              %
              
              34.0
              %Effective
                  tax rate
              
              
              0.0
              %
              
              0.0
              %
              
              0.0
              %


F-17




At
      December 31, 2007, the Company has available net operating loss carryforwards
      for federal income tax purposes of approximately $320,000 which, if not utilized
      earlier, expire beginning in 2027.




**11.
      Commitments and Contingencies**




The
      Company will not proceed with a business combination if Public Stockholders
      owning 30% or more of the shares sold in the Private Placement and Public
      Offering vote against the business combination and exercise their redemption
      rights. Accordingly, the Company may effect a business combination if Public
      Stockholders owning up to one share less than 30% of the aggregate shares sold
      in the Private Placement and Public Offering exercise their redemption rights.
      If this occurred, the Company would be required to redeem for cash up to one
      share less than 30% of the 21,750,398 shares of common stock included in the
      units, or 6,525,118 shares of common stock, at an expected initial per-share
      redemption price of $10.00, plus a pro rata share of the accrued interest earned
      on the trust account (net of (i) taxes payable on interest earned, (ii) up
      to
      $3,430,111 of interest income released to the Company to fund its working
      capital, (iii) payment of quarterly interest payments on the convertible loan
      and repayment of the convertible loan upon the earlier to occur of the Company’s
      dissolution and liquidation or a business combination, if not converted, and
      (iv) repayment of the term loan, plus accrued interest), including a pro rata
      share of the accrued interest earned on the underwriters’ contingent
      compensation. However, the ability of stockholders to receive $10.00 per unit
      is
      subject to any valid claims by the Company’s creditors which are not covered by
      amounts held in the trust account or the indemnities provided by the Company’s
      officers and directors. The expected redemption price per share is greater
      than
      each stockholder’s initial pro rata share of the trust account of approximately
      $9.90. Of the excess redemption price, approximately $0.10 per share represents
      a portion of the underwriters’ contingent fee, which they have agreed to forego
      for each share that is redeemed. Accordingly, the total contingent underwriting
      compensation payable to the underwriters in the event of a business combination
      will be reduced by approximately $0.10 for each share that is redeemed. The
      balance will be paid from proceeds held in the trust account, which are payable
      to the Company upon consummation of a business combination. In order to
      partially offset the resulting dilution to non-redeeming stockholders,
      management has agreed to surrender shares to the Company (at an assumed value
      of
      $10.00 per share) for cancellation, up to a maximum of 270,000 shares. Even
      if
      less than 30% of the stockholders exercise their redemption rights, the Company
      may be unable to consummate a business combination if such redemption leaves
      the
      Company with funds representing less than a fair market value at least equal
      to
      80% of the amount in the trust account (excluding any funds held for the benefit
      of Maxim and the other underwriters) at the time of such acquisition, which
      amount is required as a condition to the consummation of the Company’s initial
      business combination, and the Company may therefore be required to raise
      additional capital to consummate a business combination or to liquidate if
      it is
      unable to do so.




On
      July
      24, 2006, the Company entered into a two-year agreement for investor relations
      and financial media support services for a minimum monthly fee of $3,500 before
      a business combination, or $6,500 after a business combination.




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




—
            the
                market price of the underlying shares of common stock is lower than
                the
                exercise price;—
            the
                holder of the warrants has not confirmed in writing that the
                representative solicited the
                exercise;


—
            the
                warrants are held in a discretionary account;—
            the
                warrants are exercised in an unsolicited transaction;
                or


—
            the
                arrangement to pay the commission is not disclosed in the prospectus
                provided to warrant holders at the time of
                exercise.




As
      of
      October 1, 2006, the Company terminated its Administrative Services Agreement
      with an unaffiliated third party, in connection with which the Company paid
      $7,500 per month commencing July 21, 2006, the closing date of the Public
      Offering, for office space and general and administrative expenses, and entered
      into a Consulting Agreement with the same party providing for the same monthly
      fee of $7,500, for a term concluding on the consummation of a business
      combination.







F-18





In
      October 2006, the Company contracted with an unrelated party for the use of
      administrative services, including shared facilities and personnel, for a term
      of one year at a minimum cost of $10,000. This agreement automatically renewed
      for an additional one year in October 2007.




On
      December 18, 2006, the Company entered into an agreement with Maxim for
      professional services to be rendered in connection with the acquisition of
      a
      target company. The agreement terminates on July 18, 2008 and requires the
      Company to pay Maxim a financial advisor fee equal to 0.75%, not to exceed
      $2,750,000, of the total consideration, as defined in the agreement, paid in
      such acquisition, plus a finder’s fee equal to 0.5% of the consideration for any
      target introduced to the Company.




During
      2007, the Company entered into various agreements for assistance in identifying,
      evaluating, negotiating and arranging funding for potential acquisition
      opportunities. Generally, the agreements are terminable upon short notice by
      either party and provide for a success fee of 1% of the transaction value in
      the
      event such adviser’s efforts lead to a successful business
      combination.





Included
      in accounts payable and accrued expenses at December 31, 2007 is $545,240 owed
      by the Company to its law firm. The payment of 50% of such law firm’s billings
      since October 1, 2007 has been deferred until July 18, 2008 and is payable,
      plus
      a 20% bonus, contingent on the Company completing a business combination. If
      the
      Company does not complete a business combination by such date, the law firm
      has
      agreed to permanently waive its right to receive such deferred
      amount.




In
      conjunction with the pending business combination described at Note 4, the
      Company is responsible for reimbursing Vanship for its legal and accounting
      fees
      in the event that the Share Purchase Agreement is terminated. As of February
      29,
      2008, the aggregate fees with respect to such contingency were approximately
      $1,600,000.





**12.
      Restatement**





During
      the year ended December 31, 2007, the Company determined that interest
      potentially distributable to redeeming stockholders was incorrectly calculated
      and the related liability was therefore overstated at September 30, 2006,
      December 31, 2006, March 31, 2007 and June 30, 2007. At no time did this matter
      affect the funds held in the trust account or the rights of the Public
      Stockholders with respect to their redemption rights.





The
      Company initially corrected such overstatement by recording a credit to results
      of operations for the three months and nine months ended September 30, 2007.
      The
      Company has subsequently elected to restate its financial statements at
      September 30, 2006, December 31, 2006, March 31, 2007, June 30, 2007 and
      September 30, 2007 for this adjustment, as well as for two additional minor
      adjustments as further described below.





The
      impact of the restatement on the Company’s 2006 balance sheet and statement of
      operations is summarized as shown below. The restatement did not have any effect
      on the Company’s 2006 statement of cash flows.





**As**
              **Originally**
              **Filed**
            
            **Adjustments
                -**
              **Increase
                (Decrease)**
            
            **As**
              **Restated****Balance
                Sheet - December 31, 2006:**Total
                current assets
            
            $
            212,082,482
            
            $
            ---
            
            $
            212,082,482Total
                assets
            
            
            212,082,482
            
            
            ---
            
            
            212,082,482Total
                current liabilities
            
            
            7,327,955
            
            
            (991,194)
                (1
            )
            
            6,371,20834,447
                (2
            )Common
                stock subject to possible redemption
            
            
            64,597,399
            
            
            21,730
                (3
            )
            
            64,619,129Paid-in
                capital in excess of par
            
            
            143,954,333
            
            
            (21,730)
                (3
            )
            
            143,932,603Deficit
                accumulated during the development stage
            
            
            (3,799,927
            )
            
            (956,747
            )
            
            (2,843,180
            )Total
                stockholders’ equity
            
            
            140,157,128
            
            
            935,017
            
            
            141,092,145**Statement
                of Operations - Year Ended**
              **December
                31, 2006:**Interest
                income
            
            
            2,182,796
            
            
            991,194
                (1
            )
            
            3,139,543(34,447)
                (2
            )Net
                loss
            
            
            (3,798,048
            )
            
            (956,747
            )
            
            (2,841,301
            )Net
                loss per common share - basic and diluted
            
            $
            (0.25
            )
            $
            (0.07
            )
            $
            (0.18
            )





F-19





Description
      of adjustments:





(1)
      To
      reduce the liability for deferred interest on funds held in trust.


(2)
      To
      accrue for interest due to the underwriter for the portion of the underwriter’s
      fees held in trust.


(3)
      To
      increase common shares subject to redemption from 29.99% (6,522,945 shares)
      to
      one share less than 30%


(6,525,118
      shares), an increase of 2,173 shares, recorded at $10.00 per share.





**13.
       Quarterly Results of Operations (Unaudited)**





The
      following table sets forth unaudited quarterly results of operations for the
      years ended December 31, 2007 and 2006 (Restated). This unaudited quarterly
      information has been derived from the Company’s unaudited financial statements
      and, in the Company’s opinion, includes all adjustments, including normal
      recurring adjustments, necessary for a fair presentation of the information
      for
      the periods covered. The operating results for any quarter are not necessarily
      indicative of the operating results for any future period.


**Three
                  Months Ended****March
                  31,****2007**
              
              **June
                  30,****2007**
              
              **September
                  30,****2007**
              
              **December
                  31,****2007**
              
              **Year
                  Ended**
                **December
                  31, 2007****(Restated)**
              
              **(Restated)**
              
              **(Restated)**Operating
                  expenses
              
              $
              (3,316,275
              )
              $
              (3,329,129
              )
              $
              (3,257,857
              )
              $
              (3,068,445
              )
              $
              (12,971,706
              )Interest
                  income
              
              
              1,777,221
              
              
              1,885,132
              
              
              1,326,669
              
              
              1,380,446
              
              
              6,369,468Interest
                  expense - stockholder
              
              
              (26,943
              )
              
              (27.177
              )
              
              (24,736
              )
              
              (22,906
              )
              
              (101,762
              )Net
                  loss
              
              $
              (1,565,997
              )
              $
              (1,471,174
              )
              $
              (1,955,924
              )
              $
              (1,710,905
              )
              $
              (6,704,000
              )Net
                  loss per common share - basic and diluted
              
              $
              (0.06
              )
              $
              (0.05
              )
              $
              (0.07
              )
              $
              (0.06
              )
              $
              (0.25
              )Weighted
                  average common shares outstanding -
                basic
                  and diluted
              
              
              27,221,747
              
              
              27,221,747
              
              
              27,221,747
              
              
              27,221,747
              
              
              27,221,747




**Three
                  Months Ended****March
                  31,**
                **2006**
              
              
              **June
                  30,**
                **2006**
              
              
              **September
                30, 2006**
              
              
              **December
                  31, 2006**
              
              
              **Year
                  Ended December 31, 2006****(Restated)**
              
              
              **(Restated)**
              
              
              **(Restated)**Operating
                  expenses
              
              $
              (2,250
              )
              $
              (10,837
              )
              $
              (2,617,413
              )
              $
              (3,294,445
              )
              $
              (5,924,945
              )Interest
                  income
              
              
              1,049
              
              
              17
              
              
              1,353,304
              
              
              1,785,173
              
              
              3,139,543Interest
                  expense - stockholder
              
              
              (2,959
              )
              
              (2.992
              )
              
              (22,291
              )
              
              (27,657
              )
              
              (55,899
              )Net
                  loss
              
              $
              (4,160
              )
              $
              (13,812
              )
              $
              (1,286,400
              )
              $
              (1,536,929
              )
              $
              (2,841,301
              )Net
                  loss per common share - basic and diluted
              
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.06
              )
              $
              (0.06
              )
              $
              (0.18
              )Weighted
                  average common shares outstanding -
                basic
                  and diluted
              
              
              5,831,349
              
              
              5,831,349
              
              
              22,270,845
              
              
              27,221,747
              
              
              15,366,555









F-20