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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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|x | 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



| ̈ | 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: 1-33285



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Dekania Corp.

(Exact Name of
Registrant as Specified in Its Charter)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 84-1703721                             
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification Number)

2929 Arch Street, Suite 1703

Philadelphia, PA 19104

(Address of Principal Executive Offices including Zip
Code)

(215) 701-9555

(Registrants Telephone Number, Including Area Code)

None

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)



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Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange. (Check one):

Large
Accelerated Filer ̈Accelerated Filer ̈Non-Accelerated Filer  x

Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No ̈

The number of outstanding shares of the registrants common stock on
November 13, 2007 was 12,699,900 shares.



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PART I  FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

DEKANIA CORP.

(a corporation in the development stage)

CONDENSED BALANCE SHEETS



|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                           |  | September 30,2007(unaudited) |            |   | December 31,2006 |  
|ASSETS                                                                                                                                                                     |  |                              |            |   |                  |   |         |  
|Current Assets                                                                                                                                                             |  |                              |            |   |                  |   |         |  
|Cash                                                                                                                                                                       |  | $                            | 815,197    |   |                  | $ | 253,138 |  
|Investment in trust account                                                                                                                                                |  |                              | 96,659,786 |   |                  |   |        |  
|Prepaid expenses and other current assets                                                                                                                                  |  |                              | 208,000    |   |                  |   | 15,000  |  
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|Total current assets                                                                                                                                                       |  |                              | 97,682,983 |   |                  |   | 268,138 |  
|Deferred tax asset                                                                                                                                                         |  |                              | 907,988    |   |                  |   |        |  
|Deferred offering costs                                                                                                                                                    |  |                              |           |   |                  |   | 397,598 |  
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|TOTAL ASSETS                                                                                                                                                               |  | $                            | 98,590,971 |   |                  | $ | 665,736 |  
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                       |  |                              |            |   |                  |   |         |  
|Current Liabilities                                                                                                                                                        |  |                              |            |   |                  |   |         |  
|Accounts payable and accrued expenses                                                                                                                                      |  | $                            | 144,982    |   |                  | $ | 235,000 |  
|Deferred interest on investments                                                                                                                                           |  |                              | 66,144     |   |                  |   |        |  
|Income taxes payable                                                                                                                                                       |  |                              | 7,988      |   |                  |   |        |  
|Due to stockholder                                                                                                                                                         |  |                              | 70,211     |   |                  |   | 106,508 |  
|Note payable, stockholder                                                                                                                                                  |  |                              |           |   |                  |   | 300,000 |  
|Deferred underwriting fees                                                                                                                                                 |  |                              | 2,044,960  |   |                  |   |        |  
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|Total Liabilities                                                                                                                                                          |  |                              | 2,334,285  |   |                  |   | 641,508 |  
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|Common stock, $.0001 par value, 3,063,718 shares subject to possible redemption, at redemption value of $9.80 per share                                                    |  |                              | 30,024,438 |   |                  |   |        |  
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|Commitments                                                                                                                                                                |  |                              |            |   |                  |   |         |  
|Stockholders Equity:                                                                                                                                                      |  |                              |            |   |                  |   |         |  
|Preferred stock, par value of $0.0001, authorized 1,000,000 shares; none issued or outstanding                                                                             |  |                              |           |   |                  |   |        |  
|Common stock, par value of $0.0001, authorized 30,000,000 shares; 12,699,900 and 2,487,500 issued and outstanding at September 30, 2007
and December 31, 2006 respectively |  |                              | 1,270      |   |                  |   | 249     |  
|Additional paid in capital                                                                                                                                                 |  |                              | 66,533,505 |   |                  |   | 24,626  |  
|Deficit accumulated during the development stage                                                                                                                           |  |                              | (302,527   | ) |                  |   | (647    | )
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|Total Stockholders Equity                                                                                                                                                 |  |                              | 66,232,248 |   |                  |   | 24,228  |  
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                 |  | $                            | 98,590,971 |   |                  | $ | 665,736 |  
|                                                                                                                                                                           |  |                              |            |   |                  |   |         |  

See accompanying notes to condensed financial statements



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DEKANIA CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)



|                                                                                                                                                                                                                                                                      |  |                                    |            |   |                                    |   |                                   |  |   |                                                         |   |  |                                                         |           |   |  |   |           |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------- | ---------- | - | ---------------------------------- | - | --------------------------------- |  | - | ------------------------------------------------------- | - |  | ------------------------------------------------------- | --------- | - |  | - | --------- | -
|                                                                                                                                                                                                                                                                      |  | Three monthsendedSeptember 30,2007 |            |   | Three monthsendedSeptember 30,2006 |   | Nine monthsendedSeptember 30,2007 |  |   | February 28,2006 (date ofinception) toSeptember 30,2006 |   |  | February 28,2006 (date ofinception) toSeptember 30,2007 |          
|Formation and operating costs (including stock-based compensation of $781,000 for the three months ended
September 30, 2007, and $2,017,582 for the nine months ended September 30, 2007 and for the period from February 28, 2006 (inception) to September 30, 2007) |  | $                                  | 1,240,155  |   |                                    | $ |                                  |  | $ | 2,956,290                                               |   |  | $                                                       | 647       |   |  | $ | 2,956,937 |  
|Interest Income                                                                                                                                                                                                                                                       |  |                                    | 883,969    |   |                                    |   |                                  |  |   | 2,654,410                                               |   |  |                                                         |          |   |  |   | 2,654,410 |  
|                                                                                                                                                                                                                                                                      |  |                                    |            |   |                                    |   |                                   |  |   |                                                         |   |  |                                                         |           |   |  |   |           |  
|Net loss before provision for income taxes                                                                                                                                                                                                                            |  |                                    | (356,186   | ) |                                    |   |                                  |  |   | (301,880                                                | ) |  |                                                         | (647      | ) |  |   | (302,527  | )
|Provision for income taxes                                                                                                                                                                                                                                            |  |                                    | (18,682    | ) |                                    |   |                                  |  |   |                                                        |   |  |                                                         |          |   |  |   |          |  
|                                                                                                                                                                                                                                                                      |  |                                    |            |   |                                    |   |                                   |  |   |                                                         |   |  |                                                         |           |   |  |   |           |  
|Net loss                                                                                                                                                                                                                                                              |  | $                                  | (337,504   | ) |                                    | $ |                                  |  | $ | (301,880                                                | ) |  | $                                                       | (647      | ) |  | $ | (302,527  | )
|                                                                                                                                                                                                                                                                      |  |                                    |            |   |                                    |   |                                   |  |   |                                                         |   |  |                                                         |           |   |  |   |           |  
|Weighted average shares outstanding (basic and diluted)                                                                                                                                                                                                               |  |                                    | 12,699,900 |   |                                    |   | 2,487,500                         |  |   | 11,281,843                                              |   |  |                                                         | 2,289,895 |   |  |   | 6,634,055 |  
|                                                                                                                                                                                                                                                                      |  |                                    |            |   |                                    |   |                                   |  |   |                                                         |   |  |                                                         |           |   |  |   |           |  
|Net loss per share (basic and diluted)                                                                                                                                                                                                                                |  | $                                  | (0.03      | ) |                                    | $ |                                  |  | $ | (0.03                                                   | ) |  | $                                                       | (0.00     | ) |  | $ | (0.05     | )
|                                                                                                                                                                                                                                                                      |  |                                    |            |   |                                    |   |                                   |  |   |                                                         |   |  |                                                         |           |   |  |   |           |  

See accompanying notes to condensed financial statements



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DEKANIA CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF STOCKHOLDERS EQUITY



|                                                                           |  |              |  |        |       |                            |   |             |                                                  |  |   |                      |   |  |   |             |  
|-------------------------------------------------------------------------- |  | ------------ |  | ------ | ----- | -------------------------- | - | ----------- | ------------------------------------------------ |  | - | -------------------- | - |  | - | ----------- | -
|                                                                           |  |              |  |        |       | Additional paid-in capital |   |             | Deficit Accumulated During the
Development Stage |  |   | Stockholders Equity |  
|                                                                           |  |              |  |        |       |                            |   |            
|                                                                           |  | Common Stock |  |        |      
|                                                                           |  | Shares       |  | Amount |       |                            |  
|February 28, 2006 (inception) to September 30, 2007                        |  |              |  |        |       |                            |   |             |                                                  |  |   |                      |   |  |   |             |  
|Common shares issued March 17, 2006 at $.0001 per share                    |  | 2,487,500    |  | $      | 249   |                            | $ | 24,626      |                                                  |  | $ |                     |   |  | $ | 24,875      |  
|Net loss for the period February 28, 2006 (inception) to December 31, 2006 |  |             |  |        |      |                            |   |            |                                                  |  |   | (647                 | ) |  |   | (647        | )
|                                                                           |  |              |  |        |       |                            |   |             |                                                  |  |   |                      |   |  |   |             |  
|Balance at December 31, 2006                                               |  | 2,487,500    |  | $      | 249   |                            | $ | 24,626      |                                                  |  | $ | (647                 | ) |  | $ | 24,228      |  
|                                                                           |  |              |  |        |       |                            |   |             |                                                  |  |   |                      |   |  |   |             |  
|Unaudited:                                                                 |  |              |  |        |       |                            |   |             |                                                  |  |   |                      |   |  |   |             |  
|Private placement issued at January 31, 2007 at $10 per share              |  | 250,000      |  |        | 25    |                            |   | 2,499,975   |                                                  |  |   |                     |   |  |   | 2,500,000   |  
|Common shares issued at February 7, 2007 at $10 per share                  |  | 9,700,000    |  |        | 970   |                            |   | 96,999,030  |                                                  |  |   |                     |   |  |   | 97,000,000  |  
|Common shares issued at March 21, 2007 at $10 per share                    |  | 262,400      |  |        | 26    |                            |   | 2,623,974   |                                                  |  |   |                     |   |  |   | 2,624,000   |  
|Expenses of offerings                                                      |  |             |  |        |      |                            |   | (7,607,244  | )                                                |  |   |                     |   |  |   | (7,607,244  | )
|Proceeds subject to possible conversion of 3,063,718 shares                |  |             |  |        |      |                            |   | (30,024,438 | )                                                |  |   |                     |   |  |   | (30,024,438 | )
|Stock - based compensation                                                 |  |             |  |        |      |                            |   | 2,017,582   |                                                  |  |   |                     |   |  |   | 2,017,582   |  
|Net income for the nine months ended September 30, 2007                    |  |             |  |        |      |                            |   |            |                                                  |  |   | (301,880             | ) |  |   | (301,880    | )
|                                                                           |  |              |  |        |       |                            |   |             |                                                  |  |   |                      |   |  |   |             |  
|Balance at September 30, 2007                                              |  | 12,699,900   |  | $      | 1,270 |                            | $ | 66,533,505  |                                                  |  | $ | (302,527             | ) |  | $ | 66,232,248  |  
|                                                                           |  |              |  |        |       |                            |   |             |                                                  |  |   |                      |   |  |   |             |  

See accompanying notes to condensed financial statements



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DEKANIA CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)



|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|----------------------------------------------------------------------- |  | ----------------------------------- | ----------- | - | --------------------------------------------------------- | - | -------- | --------------------------------------------------------- |  | - | ----------- | -
|                                                                        |  | Nine months endedSeptember 30, 2007 |             |   | February 28, 2006(date of inception)to September 30, 2006 |   |          | February 28, 2006(date of inception)to September 30, 2007 | 
|CASH FLOW FROM OPERATING ACTIVITIES                                     |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Net loss                                                                |  | $                                   | (301,880    | ) |                                                           | $ | (647     | )                                                         |  | $ | (302,527    | )
|Adjustment to reconcile net loss to net cash used in operating expenses |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Stock-based compensation                                                |  |                                     | 2,017,582   |   |                                                           |   |         |                                                           |  |   | 2,017,582   |  
|Changes in operating assets and liabilities:                            |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Increase in prepaid expenses and other current assets                   |  |                                     | (193,000    | ) |                                                           |   | (15,000  | )                                                         |  |   | (208,000    | )
|Increase in deferred interest                                           |  |                                     | 66,144      |   |                                                           |   |          |                                                           |  |   | 66,144      |  
|Increase in deferred tax asset                                          |  |                                     | (907,988    | ) |                                                           |   |         |                                                           |  |   | (907,988    | )
|Increase in value of trust account                                      |  |                                     | (88,266     | ) |                                                           |   |         |                                                           |  |   | (88,266     | )
|Increase in taxes payable                                               |  |                                     | 7,988       |   |                                                           |   |          |                                                           |  |   | 7,988       |  
|Increase (decrease) in accounts payable and accrued expenses            |  |                                     | 144,982     |   |                                                           |   | (152,598 | )                                                         |  |   | 144,982     |  
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Net cash provided by (used in) operating activities                     |  |                                     | 745,562     |   |                                                           |   | (168,245 | )                                                         |  |   | 729,915     |  
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|CASH FLOW FROM INVESTING ACTIVITIES                                     |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Payment to trust account                                                |  |                                     | (96,571,520 | ) |                                                           |   |         |                                                           |  |   | (96,571,520 | )
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Net cash used in financing activities                                   |  |                                     | (96,571,520 | ) |                                                           |   |         |                                                           |  |   | (96,571,520 | )
|CASH FLOW FROM FINANCING ACTIVITIES                                     |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Payment of notes payable, stockholder                                   |  |                                     | (300,000    | ) |                                                           |   |         |                                                           |  |   | (300,000    | )
|Gross proceeds from note payable stockholder                            |  |                                     |            |   |                                                           |   | 300,000  |                                                           |  |   | 300,000     |  
|Gross proceeds from sale of common stock                                |  |                                     |            |   |                                                           |   | 24,875   |                                                           |  |   | 24,875      |  
|Gross proceeds (repayment of) from stockholders advance                |  |                                     | (36,297     | ) |                                                           |   | 96,508   |                                                           |  |   | 70,211      |  
|Gross proceeds from public offering                                     |  |                                     | 99,624,000  |   |                                                           |   |         |                                                           |  |   | 99,624,000  |  
|Gross proceeds from private placement                                   |  |                                     | 2,500,000   |   |                                                           |   |         |                                                           |  |   | 2,500,000   |  
|Payment of offering costs                                               |  |                                     | (5,399,686  | ) |                                                           |   |         |                                                           |  |   | (5,562,284  | )
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Net cash provided by financing activities                               |  |                                     | 96,388,017  |   |                                                           |   | 421,383  |                                                           |  |   | 96,656,802  |  
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Net increase in cash                                                    |  |                                     | 562,059     |   |                                                           |   | 253,138  |                                                           |  |   | 815,197     |  
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Cash at beginning of period                                             |  |                                     | 253,138     |   |                                                           |   |         |                                                           |  |   |            |  
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Cash at end of period                                                   |  | $                                   | 815,197     |   |                                                           | $ | 253,138  |                                                           |  | $ | 815,197     |  
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Supplemental disclosure of non cash financing activities:               |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Increase (decrease) of accrued offering costs                           |  | $                                   | (235,000    | ) |                                                           | $ | 387,598  |                                                           |  | $ |            |  
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  
|Accrual of deferred underwriting fees                                   |  | $                                   | 2,044,960   |   |                                                           | $ |         |                                                           |  | $ | 2,044,960   |  
|                                                                        |  |                                     |             |   |                                                           |   |          |                                                           |  |   |             |  

See accompanying notes to condensed financial statements



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DEKANIA CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September 30, 2007

1.
Organization and Proposed Business Operations

Nature of Operations

Dekania Corp. (the Company) was incorporated in the State of Delaware on February 28, 2006 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 insurance industry in the United States, Canada, Bermuda or the Cayman Islands. The Company has not generated any revenue. The Company has selected December 31 as its fiscal
year-end. The Company is considered to be in the development stage and is subject to the risks associated with activities of development stage companies.

The financial statements at September 30, 2007 and for the periods ended September 30, 2007 are unaudited. In the opinion of management, all adjustments (consisting of normal adjustments) have been made that
are necessary to present fairly the financial position of the Company as of September 30, 2007, the results of its operations and its cash flows for the periods then ended. Operating results for the interim period presented are not necessarily
indicative of the results to be expected for the full year. The condensed balance sheet at December 31, 2006 has been derived from the audited financial statements.

The registration statement for the Companys initial public offering (the Public Offering) was declared effective on February 1, 2007. On January 30, 2007, the Company completed a private
placement (the Private Placement) and received net proceeds of $2,500,000. The Company consummated the Public Offering on February 7, 2007 and received net proceeds of $89,400,000. On February 5, 2007, Cohen Bros. Acquisitions,
LLC (Cohen Bros.), the Companys sponsor, delivered a letter of credit in the amount of $3,291,000 which may be drawn upon in specified circumstances to increase available amounts so the Trust Account (as defined below) will have
sufficient funds to distribute at least $10.00 per share to the Companys public stockholders if the Trust Account is liquidated. On March 21, 2007, the Company completed the sale of an additional 262,400 units which were subject to the
over-allotment option of the underwriters and received net proceeds of $2,466,560 (the Over-allotment). On May 2, 2007, the Company commenced separate trading of the common stock and warrants included in the Companys
outstanding units on the American Stock Exchange. The Companys management has broad discretion with respect to the specific application of the net proceeds of the Private Placement, the Public Offering and the Over-allotment (collectively the
Offerings) although substantially all of the net proceeds of the Offerings are intended to be generally applied toward consummating a business combination with a target business. As used herein, a target business includes an
operating business in the insurance industry in the United States, Canada, Bermuda or the Cayman Islands, and a business combination means the acquisition by the Company of such a target business.

Of the proceeds of the Offerings, $96,571,520 is being held in a trust account (Trust Account) at Deutsche Bank Trust Company Americas
maintained by American Stock Transfer and Trust Company, and 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 stockholder-approved
plan of dissolution and liquidation. The amount in the Trust Account includes $2,044,960 of deferred underwriting compensation (the Deferred Compensation) 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 and in full if a business combination is not consummated. If a business combination is consummated, the remaining proceeds may be used to pay for
business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.



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DEKANIA CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTSContinued

The Company, after signing a definitive agreement for the acquisition of a target business, must submit such
transaction for stockholder approval. If 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 (Initial Stockholders), have agreed to vote their 2,487,500 founding shares of common
stock in accordance with the vote of the majority in interest of all other stockholders of the Company with respect to any business combination and to vote any shares they acquired in the Public Offering or in the aftermarket in favor of the
business combination. Cohen Bros. has also agreed to vote all shares that it purchased in the Private Placement in favor of a business combination. After consummation of the Companys first business combination, these voting agreements will
terminate.

With respect to the first business combination which is approved and consummated, any holder of shares sold in the Public
Offering, other than the Initial Stockholders and their nominees (the Public Stockholders) who voted against the business combination may demand that the Company redeem his or her shares. The per share redemption price will equal $10.00
per share (inclusive of a pro rata portion of the Deferred Compensation of approximately $0.20 per share) plus any interest earned on their portion of the Trust Account (net of taxes payable), excluding Trust Account interest used to fund
working capital needs and expenses up to a maximum of $2,500,000. Accordingly, Public Stockholders holding 29.99% 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 Second Amended and Restated Certificate of Incorporation provides for mandatory liquidation of the Trust Account as
part of a stockholder-approved plan of dissolution and liquidation in the event that the Company does not consummate a business combination within 18 months from the date of the consummation of the Public Offering, or 24 months from the consummation
of the Public Offering if certain extension criteria have been satisfied. The Initial Stockholders have waived their right to liquidation distributions with respect to the shares of common stock included in units purchased in the Private Placement
and shares of common stock received upon formation of the Company. Accordingly, in the event of such liquidation, the amount in the Trust Account will be distributed to the holders of the shares sold in the Public Offering.

2. Recently Issued Accounting Pronouncements

In June
2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of SFAS No. 109 (FIN 48). FIN 48 clarifies the accounting
for uncertainty in tax positions recognized in a companys financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial
statement recognition and measurement of the tax position taken or expected to be taken in a tax return. The Company adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not have any impact on the accompanying financial
statements since the Company has not identified any uncertain tax positions as defined by FIN 48.

The Company recognizes interest and
penalties related to uncertain tax positions in income tax expense. The tax year 2006 remains open to examination by the major taxing jurisdictions to which the Company is subject.

In September 2006, the FASB issued Statement of Financials Accounting Standards (SFAS) No. 157, Fair Value Measurements
(SFAS 157). SFAS 157 does not require any new fair value measurements, but rather, it provides enhanced guidance to other pronouncements that require or permit assets or liabilities to be measured at fair value. However, the application
of this statement may change how fair value is determined. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not expect that
the financial statement impact will be material to its financial position, results of operations or disclosures.



---

DEKANIA CORP.

(a corporation in the development stage)

NOTES TO UNAUDITED CONDENSED FINANCIAL
STATEMENTSContinued

On February 15, 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS 159). The fair value option established by SFAS 159 permits, but does not require, all entities to choose to measure eligible items at fair value at specified election dates. An entity would
report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS 159 is effective as of the beginning of an entitys first fiscal year that begins after
November 15, 2007. The Company is currently assessing what the impact of the adoption of SFAS 159 would be on its financial position and/or results of operations.

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

3. Share-Based Payments

In December 2004, the
FASB issued SFAS No. 123R, Share-Based Payments (SFAS 123R). SFAS 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 123R effective January 1, 2006. Total stock-based compensation for the nine months ended September 30, 2007 was approximately $2,017,582.

4. Income Taxes

The Company accounts for income
taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected impact of differences between the financial
statements and the tax basis of assets and liabilities.

Significant components of the Companys deferred tax assets are as follows:



|                                           |  |   |         |  
|------------------------------------------ |  | - | ------- | -
|Expenses deferred for income tax purposes: |  | $ | 987,749 |  
|Less: valuation allowance                  |  |   | (79,761 | )
|                                           |  |   |         |  
|Totals                                     |  | $ | 907,988 |  
|                                           |  |   |         |  

Due to the uncertainty regarding the ultimate amount of taxable income, the Company has recorded a
partial valuation allowance.

5. Note Payable, Stockholder

The Company issued an unsecured promissory note to Cohen Bros., a related party, totaling $300,000 on March 27, 2006. The note did not bear interest and was payable in full on the earlier of
(i) December 31, 2007 or (ii) three (3) business days after the date on which the Company consummated the Public Offering. Due to the short-term nature of the promissory note, the fair value of the note approximates its
carrying value. The note was repaid by the Company on February 12, 2007.

6. Commitments

The Company has agreed to pay to Cohen Brothers, LLC, the parent of Cohen Bros. and a related party, $7,500 a month for no more than 24 months for office
space and general and administrative expenses, commencing on February 7, 2007 and terminating upon the date the Company consummates a business combination.

7. Preferred Stock

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



---

|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Forward-Looking Statements

Statements in Managements Discussion and Analysis of
Financial Condition and Results of Operations and elsewhere in this Quarterly Report on Form 10-Q with respect to our beliefs, plans, objectives, goals, expectations, anticipations, intentions, financial condition, results of operations,
future performance and business constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We have based these forward-looking statements on
managements current expectations about future events. These statements can be identified by the fact that they do not relate strictly to historical or current facts, and by words such as may, could, should,
would, believe, expect, anticipate, estimate, intend, plan or other similar words or expressions.

Any or all of the forward-looking statements in this report and in any other public statements we make may turn out to be wrong. This can occur as a
result of inaccurate assumptions or as a consequence of known or unknown risks and uncertainties. We discuss many of the risks and uncertainties that may impact our business in Item 1A, Risk Factors, in our Annual Report on Form
10-K for the year ended December 31, 2006. Because of these risks and uncertainties, our actual results may differ materially from those that might be anticipated from our forward-looking statements. Other factors beyond those referred to above
could also adversely affect us. Therefore, you are cautioned not to place undue reliance on our forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable law.

General

We were formed on February 28, 2006 as a blank check company for the purpose of effecting a business combination with one or more businesses in the insurance industry. We intend to use cash derived from the
proceeds of our initial public offering and the private placement, and, if required, further equity or debt financing, to effect a business combination.

Results of Operation and Liquidity

Our entire activity since inception has been limited to organizational activities,
activities relating to our initial public offering and, since our initial public offering, activities relating to identifying and evaluating prospective acquisition targets. We have neither engaged in any operations nor generated any revenues to
date, other than interest income earned on the proceeds of our initial public offering and private placement.



---

For the quarter ended September 30, 2007, our net loss after taxes was $337,504 ($271,360 before the
deduction of $66,144 net interest attributable to common stock subject to redemption). Since we did not have any operations, all of our income was derived from interest income, all of which was earned on funds held in the trust account. Our
operating expenses during the period ended September 30, 2007 were $1,240,155, consisting primarily of stock based compensation of $781,000, expenses related to pursuing potential business combinations, professional fees, and the monthly
administrative fee of $7,500 paid to Cohen Brothers, LLC, d/b/a Cohen & Company, the parent of our sponsor, Cohen Bros. Acquisitions, LLC (the Sponsor).

For the nine months ended September 30, 2007, our net loss after taxes was $301,880 ($235,736 before the deduction of $66,144 net interest
attributable to common stock subject to redemption). Our operating expenses during the period were $2,956,290, consisting primarily of stock based compensation of $2,017,582, expenses related to pursuing potential business combinations, professional
fees, and the monthly administrative fee of $7,500 paid to Cohen & Company.

On January 30, 2007, we sold 250,000 units in a
private placement to our Sponsor and on February 7, 2007, we consummated our initial public offering of 9,700,000 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. Each warrant entitles the holder to purchase from us one share of our common stock at an exercise price of $8.00. Our common stock and warrants started trading separately as of May 2, 2007. The gross proceeds from the
sale of the units in our initial public offering and the private placement were $99,500,000. Of that amount, after deducting offering expenses of $610,000 (including reimbursement of $300,000 advanced by our Sponsor to pay offering expenses),
underwriting discounts and commissions of $4,850,000, deferred underwriting compensation of $1,940,000 and working capital of $40,000, we deposited $92,060,000 in the Trust Account maintained by American Stock Transfer & Trust Company, as
trustee, which we refer to as the Trust Account. In addition, we deposited $1,940,000 of deferred underwriting compensation into the Trust Account. The gross proceeds from the sale of the additional 262,400 units to the underwriters of our initial
public offering in connection with the exercise of their overallotment option were $2,624,000. Of that amount, after deducting the underwriters discount of $52,480, we deposited $2,571,520 into the Trust Account (including $104,960 of deferred
underwriting compensation). The funds deposited in the Trust Account will be used to effectuate a business combination or, if we do not complete a business combination, returned to our public stockholders upon the implementation of a stockholder
approved plan of dissolution and liquidation. We also have a $3,291,000 irrevocable letter of credit from our Sponsor issued by Commerce Bank held for the benefit of the Trust Account and the stockholders whose shares were issued in our initial
public offering, who we refer to as our public stockholders, which may be drawn upon by the trustee of our Trust Account to provide a pro rata payment to our public stockholders, if we do not complete a business combination within the required time
periods, and funds in the Trust Account are less than $10.00 per share. As of September 30, 2007, there was approximately $96,659,786 held in the Trust Account.

The amount of the letter of credit is the amount that, together with the proceeds of our initial public offering and the amount of the underwriters deferred compensation, will result in the Trust Account and, to
the extent required, American Stock Transfer & Trust Company, as trustee for the Trust Account, having available $10.00 per share. However, there is a risk that if



---

third parties bring claims against us and seek reimbursement from the Trust Account, the amount in the Trust Account, together with amounts drawn on the
letter of credit, will be less than $10.00 per share. In order to protect the Trust Account to the extent necessary to ensure that claims by creditors do not reduce the amount in the Trust Account, our Sponsor has agreed to indemnify us for all
claims of creditors that have not executed a valid and binding waiver of their right to seek payment of amounts due to them out of the Trust Account, provided and to the extent that (with the approval of our Chief Executive Officer and the vote or
written consent of no less than a majority of our board of directors, including all of the non-independent directors) we have elected to forego obtaining valid and enforceable waivers from such creditors. We have not asked our Sponsor to reserve for
such an eventuality, and we cannot assure you that our Sponsor will be able to satisfy those obligations, despite the fact that Cohen & Company, the parent of our Sponsor, has agreed with our Sponsor to provide our Sponsor with any funds
our Sponsor may require to satisfy these obligations.

The fees charged by Commerce Bank in connection with the issuance of the letter of
credit and all periodic and other fees related to the letter of credit are being paid by our Sponsor and reimbursed by us from amounts we are permitted to draw from the interest earned on the Trust Account. However, any amounts drawn under the
letter of credit will be the sole responsibility of our Sponsor. The letter of credit will expire on the earlier to occur of:



| |  |  | completion of a business combination;
| | - |  | -------------------------------------



| |  |  | completion of our dissolution or liquidation; or
| | - |  | ------------------------------------------------



| |  |  | accrual of $5,600,000 of interest income, after payment of or reserves for taxes, on funds held in the Trust Account, including up to $2,500,000 of the interest
income that we may withdraw for working capital and, if necessary, up to $100,000 of the interest income that we may withdraw for expenses of dissolution and liquidation.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, the letter of credit will expire if on August 1, 2008 (or, if by August 1, 2008 a letter of intent or definitive agreement with
respect to a business combination has been executed but the business combination contemplated by such letter of intent or definitive agreement has not been consummated, on February 1, 2009) there is at least $99,624,000 in the Trust Account,
including interest earned on funds in the Trust Account but net of payment of or reserves for taxes, outstanding claims and accrued expenses payable out of the $2,500,000 we are permitted to draw as working capital and, if necessary, payment of up
to $100,000 for dissolution and liquidation expenses. To the extent that there is less than $99,624,000 in the Trust Account on August 1, 2008 or February 1, 2009, as applicable, our Sponsor may cause termination of the letter of credit by
contributing to the Trust Account an amount in cash equal to the difference between $99,624,000 and the amount then available in the Trust Account. Our Sponsor will receive no additional consideration for such contribution other than the termination
of its letter of credit obligations.

The funds held in the Trust Account are currently invested in Treasury Bills issued by the United
States government having a maturity of 180 days or less. We also have the option to invest the funds in money market funds meeting the criteria under Rule 2a-7 under the 1940 Act. Interest earned will be applied in the following order of priority:



| |  |  | payment of taxes on Trust Account interest;
| | - |  | -------------------------------------------



---

| |  |  | our working capital requirements before we complete a business combination, to a maximum of $2,500,000, and, if necessary, funding up to $100,000 of the costs of
our potential dissolution and liquidation;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | solely if we complete a business combination, payment of interest on the amount of deferred underwriters compensation payable to the underwriters in our
initial public offering; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the balance, if any, to us if we complete a business combination or to our public stockholders if we do not complete a business combination.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------

We believe that the interest earned on Trust Account funds in the period before we effect a business combination will be
sufficient to fund our operations and costs relating to the acquisition of a target business or to fund the costs and expenses relating to our liquidation and dissolution if we do not consummate a business combination.

We expect to use substantially all of the net proceeds of our initial public offering and the private placement to acquire a target business, including
payment of expenses we incur in identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that we use debt or equity securities
as consideration in a business combination and do not use all of the funds in the Trust Account, we will use the remaining Trust Account funds to finance the operations of the target business. We believe that the $2,500,000 that we are allowed to
draw from interest earned on the Trust Account will be sufficient to allow us to operate until at least February 1, 2009, even if we do not complete a business combination during that time.

Critical Accounting Policies

The preparation of
financial statements in conformity with generally accepted accounting principles 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. Refer to our Annual Report on Form 10-K for the year ended December 31, 2006 for a discussion of our
critical accounting policies. During the three and nine months ended September 30, 2007, there were no material changes to these policies.

In June 2006, the FASB issued FASB Interpretation No., or FIN, 48 Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109. FIN 48 clarifies the accounting for uncertainty in tax positions recognized in
a companys financial statements in accordance SFAS No. 109, Accounting for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of the tax
position taken or expected to be taken in a tax return. The Company adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not have any impact on the accompanying financials statements since we have not identified any uncertain
tax positions as defined by FIN 48.

Management does not believe that any other recently issued, but not yet effective, accounting
standards if currently adopted would have a material effect on the Companys financial condition, results of operations or cash flows.



---

Off-Balance Sheet Arrangements

We have issued warrants in conjunction with our initial public offering and private placement, and have also issued incentive warrants. These warrants may be deemed to be equity-linked derivatives and, accordingly,
represent off balance sheet arrangements. As more particularly discussed in Note 5 to the notes to our audited financial statements contained in our annual report on Form 10-K for the year ended December 31, 2006, and as permitted under
Emerging Issues Task Force Issue 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock, we account for these warrants as stockholders equity and not as
derivatives.

Contractual Obligations

We did not have any long term debt, capital lease obligations, operating lease obligations, purchase obligations or other long term liabilities at September 30, 2007. On February 1, 2007, in connection with our organizing
activities and our public offering, we entered into a Service Agreement with the parent of our Sponsor requiring us to pay $7,500 per month. The agreement terminates on the earlier of the completion of a business combination or upon our dissolution.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Market risk is the sensitivity of income to changes in interest rates, foreign exchange rates, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in and, if a suitable business target is
not identified by us prior to the prescribed liquidation date of the Trust Account, we may not engage in, any substantive commercial business. Accordingly, we are not and, until such time as we consummate a business combination, we will not be,
exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices. The net proceeds of our initial public offering held in the Trust Account have been invested only in Treasury Bills
issued by the United States having a maturity of 180 days or less. Thus, we are subject to market risk primarily through the effect of changes in interest rates on government securities. If the interest rate on the Treasury Bills increased or
decreased by 1%, our interest income net of deferred interest would increase or decrease by $8,840 for the three months ended September 30, 2007 and $26,544 for the nine months ended September 30, 2007.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

We maintain disclosure
controls and procedures that are designed to ensure that information required to be disclosed in our Securities and Exchange Act of 1934 reports is recorded, processed, summarized and reported within the periods specified in the SECs rules and
forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our
management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



---

Our management carried out an evaluation, with the participation of our chief executive officer and chief
financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act) as of September 30, 2007. Based upon this evaluation, our chief executive officer and chief
financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

During the period
covered by this report, there have been no significant changes in our internal control over financial reporting (as defined in Rule 13-15(f) of the Securities Exchange Act) that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.



---

PART II - OTHER INFORMATION



|ITEM 6. | EXHIBITS
|------- | --------

(a) Exhibits



|            |  |                                                                                                                                                       
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                           
|            | 
|3.1         |  | Second Amended and Restated Certificate of Incorporation(1)                                                                                           
|            | 
|3.2         |  | Amended and Restated By-laws(2)                                                                                                                       
|            | 
|4.1         |  | Specimen Unit Certificate(3)                                                                                                                          
|            | 
|4.2         |  | Specimen Common Stock Certificate(2)                                                                                                                  
|            | 
|4.3         |  | Specimen Warrant Certificate(3)                                                                                                                       
|            | 
|4.4         |  | Form of Warrant Agreement between American Stock Transfer & Trust Company and Dekania Corp.(1)                                                        
|            | 
|4.5         |  | Form of Incentive Warrant(1)                                                                                                                          
|            | 
|4.6         |  | Form of Subscription Agreement between Dekania Corp. and Cohen Bros. Acquisitions, LLC(1)                                                             
|            | 
|10.1(a)     |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Cohen Bros. Acquisitions, LLC(2)
|            | 
|(b)         |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Daniel Cohen(2)                 
|            | 
|(c)         |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Christopher Ricciardi(2)        
|            | 
|(d)         |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and David Nathaniel(2)              
|            | 
|(e)         |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Thomas Friedberg(2)             
|            | 
|(f)         |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Paul Vernhes(2)                 
|            | 
|(g)         |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Carl de Stefanis(2)             
|            | 
|(h)         |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Scott DePetris(2)               
|            | 
|(i)         |  | Form of Letter Agreement among Dekania Corp., Maxim Group LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Steven Qua(2)                   
|            | 
|10.2        |  | Form of Investment Management Trust Agreement between American Stock Transfer & Trust Company and Dekania Corp.(1)                                    



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|     |  |                                                                                                                                                                                               
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|10.3 |  | Form of Stock Escrow Agreement between Dekania Corp., American Stock Transfer & Trust Company and the Initial Stockholders(1)                                                                 
|     | 
|10.4 |  | Form of Letter Agreement between Cohen Brothers, LLC and Dekania Corp. regarding administrative support(2)                                                                                    
|     | 
|10.5 |  | Promissory Note dated March 27, 2006 issued to Cohen Bros. Acquisitions, LLC(5)                                                                                                               
|     | 
|10.6 |  | Form of Registration Rights Agreement among Dekania Corp. and the Initial Stockholders(4)                                                                                                     
|     | 
|10.7 |  | Form of Letter of Credit from Commerce Bank(3)                                                                                                                                                
|     | 
|10.8 |  | Form of Keep Well Agreement between Cohen Bros. Acquisitions, LLC and Cohen Brothers, LLC(2)                                                                                                  
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rules 13a-14a and 15d-14a of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rules 13a-14a and 15d-14a of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350                                                                                                                   
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350                                                                                                                   

---

| | (1) | Incorporated by reference to Dekania Corp.s registration statement on Form S-1/A filed on January 31, 2007) (File No. 333-134776).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (2) | Incorporated by reference to Dekania Corp.s registration statement on Form S-1/A filed on August 14, 2006
| | --- | ----------------------------------------------------------------------------------------------------------

(File No. 333-134776).



| | (3) | Incorporated by reference to Dekania Corp.s registration statement on Form S-1/A filed on October 10, 2006 (File No. 333-134776).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (4) | Incorporated by reference to Dekania Corp.s registration statement on Form S-1/A filed on September 15, 2006 (File No. 333-134776).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Incorporated by reference to Dekania Corp.s registration statement on Form S-1 filed on June 6, 2006
| | --- | -----------------------------------------------------------------------------------------------------

(File No. 333-134776).



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                  |  |  |  |               |  |                         |  |                                                
|----------------- |  |  |  | ------------- |  | ----------------------- |  | -----------------------------------------------
|                  |  |  |  | DEKANIA CORP.
|                  |  |  | 
|November 14, 2007 |  |  |  | By:           |  | /s/ Thomas H. Friedberg
|                  |  |  |  |               |  |                         |  | Thomas H. Friedberg                            
|                  |  |  |  |               |  |                         |  | Chairman, President and Chief Executive Officer