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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2007.
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from                 to                .
 Commission File Number: 001-33690
 Seanergy Maritime Corp.
  Republic of Marshall Islands
    
    98-0529217(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)
 (Address of Principal Executive Offices including Zip Code)
 (Registrants Telephone Number, Including Area Code)
 
  o þ
  o o þ
 þ o




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##### 



Seanergy Maritime Corp. Index to Form 10-Q
 Part I.
    
    Financial InformationItem 1.  Condensed
Financial Statements (Unaudited)Condensed Balance Sheets
    
    
    2Condensed Statements of Operations
    
    
    3Condensed Statement of Stockholders Equity
    
    
    4Condensed Statements of Cash Flows
    
    
    5Notes to Condensed Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    14Item 4. Controls and Procedures
    
    
    14Part II.
    
    Other InformationItem 5. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    15Item 6. Exhibits
    
    
    15SIGNATURESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION




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ITEM 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
 SEANERGY MARITIME CORP.
 
 CONDENSED BALANCE SHEETS
 September 30,
    
    
    December 31,2007
    
    
    2006(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    2,634,111
    
    
    $
    355,938Cash held in trust
    
    
    231,000,000
    
    
    
    Prepaid expenses and other current assets
    
    
    18,721
    
    
    
    20,000Total current assets
    
    
    233,652,832
    
    
    
    375,938Deferred offering costs
    
    
    
    
    
    
    256,253Total assets
    
    $
    233,652,832
    
    
    $
    632,191LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accrued expenses, principally legal fees
    
    $
    442,828
    
    
    $
    184,753Accrued offering costs and placement fees
    
    
    5,362,500
    
    
    
    Accrued interest payable to shareholders
    
    
    
    
    
    
    824Due to shareholders
    
    
    
    
    
    
    75,986Notes payable to shareholders
    
    
    
    
    
    
    350,000Total current liabilities
    
    
    5,805,328
    
    
    
    611,563Common stock subject to possible redemption 
8,084,999 shares at redemption value
    
    
    80,849,990
    
    
    
    Commitments and contingenciesShareholders 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 
28,600,000 shares, inclusive of 8,084,999
shares subject to possible redemption, at
September 30, 2007 and 7,264,893 shares at
December 31, 2006
    
    
    2,860
    
    
    
    726Additional paid-in capital
    
    
    147,022,588
    
    
    
    24,274Deficit accumulated during the development stage
    
    
    (27,934
    )
    
    
    (4,372
    )Total shareholders equity
    
    
    146,997,514
    
    
    
    20,628Total liabilities and shareholders equity
    
    $
    233,652,832
    
    
    $
    632,191
 See accompanying notes to condensed financial statements.
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SEANERGY MARITIME CORP.
 
 CONDENSED STATEMENTS OF OPERATIONS (Unaudited)
 Period fromPeriod from
    
    
    August 15,August 15,
    
    
    2006Three Months
    
    
    Nine Months
    
    
    2006
    
    
    (Inception) toEnded
    
    
    Ended
    
    
    (Inception) to
    
    
    September 30,September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    20072007
    
    
    2007
    
    
    2006
    
    
    (Cumulative)Operating expenses
    
    $
    (16,736
    )
    
    $
    (17,410
    )
    
    $
    (950
    )
    
    $
    (21,987
    )Interest income
    
    
    1,121
    
    
    
    7,109
    
    
    
    
    
    
    
    8,138Interest expense  shareholders
    
    
    (4,448
    )
    
    
    (13,261
    )
    
    
    
    
    
    
    (14,085
    )Net loss
    
    $
    (20,063
    )
    
    $
    (23,562
    )
    
    $
    (950
    )
    
    $
    (27,934
    )Net loss per common share 
basic and diluted
    
    $
    (0.00
    )
    
    $
    (0.00
    )
    
    $
    (0.00
    )Weighted average number of
common shares outstanding
 basic and diluted
    
    
    6,253,261
    
    
    
    6,077,087
    
    
    
    7,264,893
 See accompanying notes to condensed financial statements.
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SEANERGY MARITIME CORP.
 
 CONDENSED STATEMENT OF STOCKHOLDERS EQUITY
 DeficitAccumulatedDuring the
    
    
    TotalAdditional
    
    
    Development
    
    
    ShareholdersCommon Stock
    
    

Paid-in Capital
    
    
    Stage
    
    
    EquityShares
    
    
    AmountBalance, August 15, 2006
(Inception)
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Sale of shares to founding
shareholders at $0.0034 per
share
    
    
    7,264,893
    
    
    
    726
    
    
    
    24,274
    
    
    
    
    
    
    
    25,000Net loss for the period from
August 15, 2006 (Inception) to
December 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,372
    )
    
    
    (4,372
    )Balance, December 31, 2006
    
    
    7,264,893
    
    
    
    726
    
    
    
    24,274
    
    
    
    (4,372
    )
    
    
    20,628Shares surrendered and cancelled
    
    
    (1,764,893
    )
    
    
    (176
    )
    
    
    176
    
    
    
    
    
    
    
    Sale of shares and warrants in
private placement and public
offering, net of offering costs
of $17,964,662
    
    
    23,100,000
    
    
    
    2,310
    
    
    
    227,448,028
    
    
    
    
    
    
    
    227,450,338Sale of underwriters purchase
option
    
    
    
    
    
    
    
    
    
    
    100
    
    
    
    
    
    
    
    100Capital contributed by founding
shareholders
    
    
    
    
    
    
    
    
    
    
    400,000
    
    
    
    
    
    
    
    400,000Shares reclassified to Common
stock subject to mandatory
redemption
    
    
    
    
    
    
    
    
    
    
    (80,849,990
    )
    
    
    
    
    
    
    (80,849,990
    )Net loss for the nine months
ended September 30, 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,562
    )
    
    
    (23,562
    )Balance, September 30, 2007
(Unaudited)
    
    
    28,600,000
    
    
    $
    2,860
    
    
    $
    147,022,588
    
    
    $
    (27,934
    )
    
    $
    146,997,514
 See accompanying notes to condensed financial statements.
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SEANERGY
MARITIME CORP.
 (a corporation in the development stage)
 
 CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
 Period fromPeriod from
    
    
    August 15, 2006Nine Months
    
    
    August 15, 2006
    
    
    (Inception) toEnded
    
    
    (Inception) to
    
    
    September 30,September 30,
    
    
    September 30,
    
    
    20072007
    
    
    2006
    
    
    (Cumulative)Cash flows from operating activities:Net loss
    
    $
    (23,562
    )
    
    $
    (950
    )
    
    $
    (27,934
    )Adjustments to reconcile net loss to net cash used in
operating activities:Changes in operating assets and liabilities:(Increase) decrease in Prepaid expenses
    
    
    1,279
    
    
    
    (50,000
    )
    
    
    (18,721
    )Increase (decrease) in Accounts payable and accrued expenses
    
    
    10,291
    
    
    
    
    
    
    
    13,791Accrued interest payable to shareholders
    
    
    (824
    )
    
    
    
    
    
    
    Net cash used in operating activities
    
    
    (12,816
    )
    
    
    (50,950
    )
    
    
    (32,864
    )Cash flows from investing activities:Increase in cash held in trust
    
    
    (231,000,000
    )
    
    
    
    
    
    
    (231,000,000
    )Net cash used in investing activities
    
    
    (231,000,000
    )
    
    
    
    
    
    
    (231,000,000
    )Cash flows from financing activities:Proceeds from initial sale of common stock
    
    
    
    
    
    
    
    
    
    
    25,000Gross proceeds from private placement
    
    
    14,415,000
    
    
    
    
    
    
    
    14,415,000Gross proceeds from public offering
    
    
    231,000,000
    
    
    
    
    
    
    
    231,000,000Payments of offering costs
    
    
    (11,698,125
    )
    
    
    (25,000
    )
    
    
    (11,773,125
    )Proceeds from underwriters purchase option
    
    
    100
    
    
    
    
    
    
    
    100Proceeds of loans from shareholders
    
    
    
    
    
    
    
    
    
    
    350,000Repayment of stockholder loans
    
    
    (450,986
    )
    
    
    
    
    
    
    (450,986
    )Advances from stockholder, net
    
    
    25,000
    
    
    
    75,950
    
    
    
    100,986Net cash provided by financing activities
    
    
    233,290,989
    
    
    
    50,950
    
    
    
    233,666,975Net increase in cash
    
    
    2,278,173
    
    
    
    
    
    
    
    2,634,111Cash at beginning of period
    
    
    355,938
    
    
    
    
    
    
    
    Cash at end of period
    
    $
    2,634,111
    
    
    $
    
    
    
    $
    2,634,111Cash paid for:Interest
    
    $
    14,086
    
    
    $
    
    
    
    $
    14,086Income taxes
    
    $
    
    
    
    $
    
    
    
    $
    Supplemental disclosure of non-cash financing activity:Capital contributed by founding shareholders in the form
of legal fees paid
    
    $
    400,000
    
    
    $
    
    
    
    $
    400,000Increase in accrued offering costs and placement fees
    
    $
    5,610,284
    
    
    $
    
    
    
    $
    5,791,537Shareholder advances converted to notes payable
    
    $
    100,986
    
    
    $
    
    
    
    $
    100,986Common stock subject to possible redemption
    
    $
    84,849,990
    
    
    $
    
    
    
    $
    80,849,990Par value of common stock surrendered and cancelled
    
    $
    176
    
    
    $
    
    
    
    $
    176Fair value of unit purchase option issued to underwriters
    
    $
    7,390,000
    
    
    $
    
    
    
    $
    7,390,000
 See accompanying notes to condensed financial statements.
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1. Basis of Presentation
   2. Organization, Proposed Business Operations and Summary of Significant Accounting Policies
 Nature of Operations
    6




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Cash Equivalents and Concentrations of Credit Risk
    Share-Based Payments
  Recent Accounting Pronouncements
  7




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Adoption of New Accounting Policy
  Loss Per Common Share
   Income Taxes
  8




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Use of Estimates
  Fair Value of Financial Instruments
  Foreign Currency Translation
    3. Private Placement and Public Offering
  9




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10




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4. Deferred Offering Costs
  11




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5. Notes Payable and Due to Shareholders
   6. Common Stock
     7. Preferred Stock
  8. Commitments and Contingencies
   12




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward Looking Statements
  13




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Overview
  Recent Accounting Pronouncements
    14




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Adoption of New Accounting Policy
  Critical Accounting Policies and Estimates
   Income Taxes
   Use of Estimates
  Results of Operations
 Three Months ended September 30, 2007
  15




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Nine Months ended September 30, 2007
   Liquidity and Capital Resources
    16




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Off-Balance Sheet Arrangements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
  17




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PART II  OTHER INFORMATION
 
 ITEM 5. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
     
 ITEM 6. EXHIBITS
 Exhibit No.
    
    Description31.1
    
    Certification of the Chief Executive Officer (Principal
Executive Officer) pursuant to Rule 13a-14(a) of the
Securities Exchange Act, as amended31.2
    
    Certification of the Chief Financial Officer and (Principal
Accounting Officer) pursuant to Rule 13a-14(a) of the
Securities Exchange Act, as amended32.1
    
    Certification of the Chief Executive Officer (Principal
Executive Officer) and Chief Financial Officer (Principal
Accounting Officer) pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
 18




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SIGNATURES
  SEANERGY MARITIME CORP.November 14, 2007
    By:
    /s/  Panagiotis ZafetPanagiotis ZafetChief Executive Officer and Co-Chairman of the Board 19