-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S4HR5BvqwuXdEsWcosqXB5vWiWRsxbox1/xRQctIeLO1XcxcOl76XgNs8Dj2pOSt +dn/hFAxkhL4d+VRo26b0w== 0000943440-08-000143.txt : 20080423 0000943440-08-000143.hdr.sgml : 20080423 20080423141102 ACCESSION NUMBER: 0000943440-08-000143 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aegean Earth & Marine CORP CENTRAL INDEX KEY: 0001368195 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150389 FILM NUMBER: 08771409 BUSINESS ADDRESS: STREET 1: C/O STUARTS CORPORATE SERVICES LTD STREET 2: P.O BOX 2510 GT CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 281-488-3883 MAIL ADDRESS: STREET 1: C/O NAUTILUS GLOBAL PARTNERS STREET 2: 700 GEMINI, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77058 FORMER COMPANY: FORMER CONFORMED NAME: Tiger Growth CORP DATE OF NAME CHANGE: 20060630 S-1 1 aegean-s1final.txt As filed with the Securities and Exchange Commission on April 23, 2008 Registration Number 333-_______ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AEGEAN EARTH AND MARINE CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 1600 N/A --------------- ----------------- ---------------- (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Identification No.) incorporation or Classification organization) Code Number) c/o Nautilus Global Partners 1800 W. Loop South Houston, TX 77027 (713) 600-8888 ------------------------------------------------------------ (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Frank DeLape Executive Chairman 700 Gemini, Suite 100 Houston, TX 77058 (281) 488-3883 ------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Lawrence G. Nusbaum, Esq. Gusrae, Kaplan, Bruno & Nusbaum PLLC 120 Wall Street New York, New York 10005 (212) 269-1400 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE - ----------------------------------------------------------------------------------------------- Title of Each Proposed Maximum Proposed Maximum Amount of Class of Securities Amount to be Offering Price Share Aggregate Offering Registration to be Registerd Registered (1) Price Fee - ----------------------------------------------------------------------------------------------- Ordinary Shares, 1,437,407 $3.00 $4,312,221 $ 170.00 $0.00064 par value per share Total 1,437,407 $3.00 $4,312,221 $ 170.00 (2)
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and Rule 457(g) under the Securities Act of 1933, as amended. (2) Paid herewith. The registrant hereby amends this registration statement on such date or date(s) as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the commission acting pursuant to said Section 8(a) may determine. The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS Subject to Completion, Dated April 23, 2008 AEGEAN EARTH AND MARINE CORPORATION 1,437,407 Ordinary Shares We are registering 1,437,407 of our ordinary shares, par value $0.00064 per share, for resale by the selling shareholders identified in this prospectus. The selling shareholders will sell ordinary shares at a fixed price equal to $3.00 per share from time to time in negotiated transactions. Our ordinary shares are not listed on any securities exchange and are not quoted on any over-the-counter market. If our ordinary shares become quoted on the over-the-counter bulletin board, sales will be made at prevailing market prices or privately negotiated prices. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders. We have paid the expenses of preparing this prospectus and the related registration expenses. The securities offered in this prospectus involve a high degree of risk. See "Risk Factors" beginning on page [ 2 ] of this prospectus to read about factors you should consider before buying our ordinary shares. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus is __________________ TABLE OF CONTENTS Page Prospectus Summary...................................................1 Risk Factors.........................................................2 Use of Proceeds......................................................7 Determination of Offering Price......................................7 Management's Discussion and Analysis of Financial Condition or Plan of Operation....................................................8 Business............................................................11 Property............................................................14 Legal Proceedings...................................................14 Directors and Executive Officers....................................14 Executive Compensation..............................................17 Market for Common Equity and Related Shareholder Matters............17 Security Ownership of Certain Beneficial Owners and Management......18 Selling Shareholders................................................19 Certain Relationships and Related Transactions......................29 Description of Securities...........................................30 Plan of Distribution................................................32 Legal Matters.......................................................33 Experts.............................................................33 Where You Can Find More Information.................................33 Disclosure of Commission Position on Indemnification for Securities Act Liabilities..........................................34 Index to Financial Statements......................................F-1 You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the ordinary shares offered by this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any ordinary shares in any circumstances in which such offer or solicitation is unlawful. Neither the delivery of this prospectus nor any sale made in connection with this prospectus shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus or that the information contained by reference to this prospectus is correct as of any time after its date. PROSPECTUS SUMMARY This summary highlights selected information that is contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our ordinary shares. In January 2008, we changed our name from Tiger Growth Corporation to Aegean Earth and Marine Corporation. In this prospectus, unless otherwise indicated or the context otherwise requires, all references to the "Company," "we," "us" or "Aegean Earth" shall mean Aegean Earth and Marine Corporation together with our wholly owned subsidiary, Aegean Earth and Marine S.A. Specific discussions or comments relating only to our subsidiary will reference "Aegean Earth S.A." You should read the entire prospectus carefully, including "Risk Factors" section and the financial statements and related notes appearing elsewhere in this prospectus of the Company and of Aegean Earth S.A. before making an investment decision. We acquired Aegean Earth, S.A. ("Aegean Earth S.A.") in February 2008. Aegean Earth S.A. was formed in July 2007, for the purpose of engaging in construction in Greece and surrounding countries. Through Aegean Earth S.A., we are engaged in the construction and development of real estate projects, roads, utility structures, commercial buildings, and other related facilities in Greece and other parts of Southern and Eastern Europe, either alone or by forming joint ventures with other companies. We intend to be active in acquiring complimentary companies to increase project opportunities and revenue. We are actively pursuing construction opportunities both in the private and public sectors throughout the Mediterranean, Middle East, and Northern Africa regions. We were organized under the laws of the Cayman Islands on March 10, 2006, and prior to our acquisition of Aegean Earth S.A., we had no material assets and we had not generated revenues and our operations consisted solely of attempting to identify, investigate and conduct due diligence on potential businesses for acquisition. There is currently no public market for our ordinary shares and if a market develops for our ordinary shares, it will most likely be limited, sporadic and highly volatile. If no market develops, you will not be able to resell your ordinary shares publicly. Our headquarters is located at 71, El. Venizelou Ave. 176 71 Kallithea Athens, Greece. Our telephone number is 30-210-960-0200 This Offering Shares offered by Selling Shareholders 1,437,407 of our Ordinary Shares. Shares Outstanding Prior to Offering 7,003,033 Ordinary Shares. Use of Proceeds We will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholders. Risk Factors The purchase of our Ordinary Shares involves a high degree of risk. You should carefully review and consider "Risk Factors" beginning on page 2. 1 RISK FACTORS An investment in our ordinary shares has a high degree of risk. You should carefully consider the following risk factors and the other information included herein before investing in our ordinary shares. If any of the following risks occur, our business, financial condition and operating results could be materially and adversely affected. In that case, the trading price of our ordinary shares could decline, and you could lose all of your investment. Risks Related to our Business We and our wholly owned subsidiary Aegean Earth S.A. are development-stage, start-up companies with no operating histories, which makes it difficult to evaluate our existing business and business prospects and increases the risk that the value of any investment in us will decline. We were founded in March 2006 and Aegean Earth S.A. was founded in July 2007, therefore, we have a limited operating history upon which you can make an investment decision, or upon which you can evaluate our business. We have not generated revenue and will not be able to generate revenue unless and until we commence construction projects and/or acquire entities that are actively engaged in construction projects. You should, therefore, consider us subject to the business risks associated with a new business. The likelihood of our success must be considered in light of the expenses, difficulties and delays frequently encountered in connection with the formation and initial operations of a new business. We will require additional capital to pursue our business plan. We have financed our operations since our inception through funds raised in private placements. Through April 2008, we received approximately $6.0 million in gross proceeds in a private placement. We intend to utilize the financing to effectuate acquisitions and bid on smaller projects until revenues are generated and our operating and capital requirements during the next fiscal year and thereafter will vary based on a number of factors, including our ability to obtain material contracts and/or complete one or more strategic acquisitions. Accordingly, we expect to need to obtain additional private or public financing including debt or equity financing and there can be no assurance that such financing will be available as needed or, if available, on terms favorable to us. Any additional equity financing may be dilutive to shareholders and such additional equity securities may have rights, preferences or privileges that are senior to those of our existing ordinary shares. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. There can be no assurance that additional funds will be available when and if needed from any source or, if available, will be available on terms that are acceptable to us. We may be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity financings. Future financings through equity investments are likely to be dilutive to existing shareholders. Also, the terms of securities we may issue in future capital transactions may be more favorable for our subsequent investors. Newly issued securities may include preferences, superior voting rights, or may be issued with warrants or other derivative securities, which themselves may have additional dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs. Our ability to obtain needed financing may be impaired by such factors as the capital markets, the lack of a market for our ordinary shares, and our lack of profitability, which could impact the availability or cost of future financings. If the amount of capital we are able to raise from financing activities, together with our revenue from operations, is not sufficient to satisfy our capital needs, we may be required to reduce or cease operations. An integral part of our business plan involves acquisitions which may or may not be completed. We intend to utilize acquisitions as part of our business strategy to enter into the construction market in Greece and abroad. These acquisitions may include the acquisition of operating licenses that are necessary for us to participate in certain types of projects. We have entered into a Memorandum of Understanding regarding the potential acquisition by us of a Greek construction company that is the subject of bankruptcy proceedings under the laws of Greece. There can be no assurances that we will complete the proposed acquisition, the terms thereof or that we will be able to complete any acquisitions of other companies. If we fail to complete an acquisition, it could have a material adverse effect on our financial condition and results of operations. 2 Our success will be dependent upon our ability to successfully bid on and timely complete construction projects which involves a high degree of risk. The construction business is subject to substantial risks, including, but not limited to, the ability to successfully bid on, and be awarded favorable potential construction projects. Further, if we are successful in bidding on construction projects, our ability to complete such construction projects are subject to a number of additional risks, including, but not limited to, availability and timely receipt of zoning and other regulatory approvals, available capital, available labor, compliance with local laws, and the ability to obtain financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent the start and/or the completion of construction activities once undertaken, any one of which could have a material adverse effect on our financial condition and results of operations. The construction business is subject to a number of risks outside of our control. The construction industry is highly cyclical by nature and future market conditions are uncertain. Factors beyond our control can affect our business. Factors which could adversely affect the construction industry, many of which will be beyond our control, include, but are not limited to: * the availability and cost of financing for our customers; * unfavorable interest rates and increases in inflation; * verbuilding or decreases in demand; * changes in national, regional and local economic conditions; * cost overruns, inclement weather, and labor and material shortages; * the impact of present or future environmental legislation, zoning laws and other regulations; * availability, delays and costs associated with obtaining permits, approvals or licenses necessary to develop property; * increases in taxes or fees; * local law; and * available labor and negotiations with unions. Although we have not commenced any construction projections to date, if we do, we may experience shortages of building supplies and labor, resulting mainly from circumstances beyond our control, which could cause delays and increase costs of completing construction projects, which may adversely affect our operating results. Our ability to successfully complete construction projects may be affected by circumstances beyond our control, including: * shortages or increases in prices of construction materials; * natural disasters in the areas in which we operate; * work stoppages, labor disputes and shortages of qualified trades people, such as carpenters, roofers, electricians and plumbers; * lack of availability of adequate utility infrastructure and services; and * our need to rely on local subcontractors who may not be adequately capitalized or insured. Any of these circumstances could give rise to delays in the start or completion of, or increase the cost of, a construction projects. We anticipate competing with other construction companies for labor as well as raw materials, who may be better financed than us. Increasing global demand for construction materials, as well as increases in fuel and commodity prices have resulted in significantly higher prices of most building materials, including lumber, drywall, steel, concrete, roofing materials, pipe and asphalt. In addition, local materials suppliers may limit the allocation of their products to their existing customers, which could cause us to have to obtain materials from other suppliers, which could further increase our costs and in turn adversely affect our financial condition and results of operations. 3 Product liability litigation and claims that may arise in the ordinary course of our proposed business may be costly and could negatively impact our reputation, which could adversely affect our proposed business. Our proposed construction business is subject to construction defect and product liability claims arising in the ordinary course of business. These claims are ordinary in the construction industry and can be costly. Among the claims for which developers and builders have financial exposure are mold- related property damage and bodily injury claims. Damages awarded under these suits may include the costs of remediation, loss of property and health-related bodily injury. In response to increased litigation, insurance underwriters have attempted to limit their risk by excluding coverage for certain claims associated with pollution and product and workmanship defects. We may be at risk of loss for bodily injury claims in amounts that exceed available limits on our comprehensive general liability policies. In addition, the costs of insuring against construction defect and product liability claims, if applicable, are high and the amount of coverage offered by insurance companies is also currently limited. There can be no assurance we will be able to obtain insurance or if obtained, that the coverage will not be restricted and become more costly. If we are not able to obtain adequate insurance, we may experience losses that could negatively impact our proposed business. We are subject to governmental regulations that may limit our operations, increase our expenses or subject us to liability. We may be subject to Greek (as well as those of other countries where we do business and the EEU) laws, ordinances and regulations concerning, among other things: * environmental matters, including the presence of hazardous or toxic substances; * wetland preservation; * health and safety; * zoning, land use and other entitlements; * building design, and * density levels. In developing any project, we may be required to obtain the approval of numerous Greek governmental authorities (and others) regulating matters such as: * installation of utility services such as gas, electric, water and waste disposal; * the dedication of acreage for open space, parks and schools; * permitted land uses, and * the construction design, methods and materials used. We may also at times not be in compliance with all regulatory requirements. If we are not in compliance with regulatory requirements, we may be subject to penalties or we may be forced to incur significant expenses to cure any noncompliance. In addition, some of our land we may acquire may not have received planning approvals or entitlements necessary for planned or future development. Failure to obtain entitlements necessary for development on a timely basis or to the extent desired would adversely affect our proposed business. Increased insurance risk could negatively affect our business. Insurance and surety companies may take actions that could negatively affect our proposed business, including increasing insurance premiums, requiring higher self-insured retentions and deductibles, requiring additional collateral or covenants on surety bonds, reducing limits, restricting coverages, imposing exclusions, and refusing to underwrite certain risks and classes of business. Any of these would adversely affect our ability to obtain appropriate insurance coverage at reasonable costs which would have a material adverse effect on our proposed business. Need to have a certain key management personnel. 4 Our future success depends, to a significant degree, on our ability to hire and keep key management. No assurances can be given whether we will be able to employ and/or keep key management personnel to execute our business plan. Failure to hire and/or keep key management would adversely affect our proposed operations. The construction industry is highly competitive. We believe we will be subjected to significant competition from other entities engaged in the business of commercial and infrastructure construction. Some of the world's most recognized construction and engineering firms operate in Greece and the surrounding countries. Many of these companies possess significantly greater financial, marketing and other resources than we do. Moreover, as (and if) additional governmental funding becomes available and if the construction business becomes more lucrative, other entities may elect to engage in such business, which entities would also then compete with the Company. Risks related to doing business overseas. Some of our Officers and Directors reside outside of the United States which could make it difficult to enforce potential civil liabilities and judgments. Certain of our officers and directors are residents of countries other than the United States, and all of our assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or enforce in the United States against such persons judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of United States federal securities laws or state securities laws. You may not be able to enforce your claims in the Cayman Islands or Greece. We are a Cayman Islands corporation and Aegean Earth S.A. is a Greek company. We cannot assure you that a Cayman Islands or Greek court would deem the enforcement of foreign judgments requiring us to make payments outside of the Cayman Islands or Greece to be contrary to the Cayman Islands or Greek public policy and/or enforceable. Risks Related to our Ordinary Shares If we are a controlled foreign corporation, you may be subject to certain adverse U.S. federal income tax consequences. Under Section 951(a) of the Internal Revenue Code (the "Code"), each "United States shareholder" of a "controlled foreign corporation" ("CFC") must include in its gross income for U.S. federal income tax purposes its pro rata share of the CFC's "subpart F income," even if no income is actually distributed to the "United States shareholder." In addition, gain on the sale of stock in a CFC realized by a "United States shareholder" is treated as ordinary income, potentially eligible for the reduced tax rate applicable to certain dividends, to the extent of such shareholder's proportionate share of the CFC's undistributed earnings and profits accumulated during such shareholder's holding period for the stock. Section 951(b) of the Code defines a "United States shareholder" as any U.S. corporation, citizen, resident or other U.S. person who owns (directly or through certain deemed ownership rules) 10% or more of the total combined voting power of all classes of stock of a foreign corporation. In general, a foreign corporation is treated as a CFC only if such "United States shareholders" collectively own more than 50% of the total combined voting power or total value of the foreign corporation's stock. Although the Company following this Offering does not expect to be a CFC, there can be no assurance that the Company will not become a CFC in the future. If the Company is treated as a CFC, the Company's status as a CFC should have no adverse effect on any shareholder of the Company that is not a "United States shareholder." Passive Foreign Investment Company Considerations 5 Special adverse U.S. federal income tax rules apply to U.S. holders of equity interests in a non-U.S. corporation classified as a "passive foreign investment company" ("PFIC"). These rules apply to direct and indirect distributions received by U.S. shareholders with respect to, and direct and indirect sales, exchanges and other dispositions, including pledges, of shares of stock of, a PFIC. A foreign corporation will be treated as a PFIC for any taxable year if at least 75% of its gross income (including a pro rata share of the gross income of any company in which the Company is considered to own twenty five (25) percent or more of the shares by value) for the taxable year is passive income or at least 50% of its gross assets (including a pro rata share of the assets of any company of which the Company is considered to own twenty five (25) percent or more of the shares by value) during the taxable year, based on a quarterly average of the assets by value, produce, or are held for the production of, passive income. The Company believes that it will not be a PFIC for its current taxable year and does not anticipate becoming a PFIC in future taxable years. A foreign corporation's status as a PFIC, however, is a factual determination that is made annually, and thus may be subject to change. If the Company were a PFIC in any taxable year, each U.S. holder, in the absence of an election by such holder to treat the Company as a "qualified electing fund" (a "QEF Election") would, upon certain distributions by the Company or upon disposition of the Equity Shares (possibly including a disposition by way of gift or exchange in a corporate reorganization, or the grant of the stock as security for a loan) at a gain, be liable to pay U.S. federal income tax at the highest tax rate on ordinary income in effect for each period to which the income is allocated plus interest on the tax, as if the distribution or gain and deem recognized ratably over the U.S. holder's holding period for the Equity Shares while the Company was a PFIC. Additionally, the Equity Shares of a decedent U.S. holder who failed to make a QEF Election will generally be denied the normally available step-up of the tax basis for such Equity Shares to fair market value at the date of death and, instead, would have a tax basis equal to the decedent's tax basis, if lower, in the Equity Shares. U.S. holders should consult their tax advisers on the consequences of an investment in Equity Shares if the Company were treated as a PFIC. If you purchase ordinary shares in this offering, you will experience immediate and substantial dilution. The $3.00 per share offering price of the ordinary shares being sold under this prospectus has been arbitrarily set. The price does not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. Accordingly, if you purchase ordinary shares in this offering, you will experience immediate and substantial dilution. You may also suffer additional dilution in the future from the sale of additional ordinary shares or other securities. There is presently no market for our Ordinary Shares. There is no market for our ordinary shares or any of our other securities. Although we may in the future apply to have our ordinary shares quoted on the Pink Sheets, the Over-The- Counter Bulletin Board or another trading and/or quotation medium, there can be no assurance as to when or if our ordinary shares will become traded and/or quoted on any trading medium. Even if our ordinary shares are quoted on a trading medium, there can be no assurance that an active trading market will develop for such shares. If an active trading market does not develop or continue, you will have limited liquidity and may be forced to hold your investment in the Company for an indefinite period of time. If our Ordinary Shares are traded and/or quoted, we expect that the shares will be subject to the "penny stock" rules for the foreseeable future. We expect that our ordinary shares, if traded and/or quoted, will be subject to the Commission's "penny stock" rules. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the Commission which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction, the broker and/or dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock 6 rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for the ordinary shares. As long as our ordinary shares are subject to the penny stock rules, the holders of its shares may find it more difficult to sell their securities. We have never declared or paid dividends on our ordinary shares and we do not currently anticipate paying any cash dividends in the foreseeable future. We have never declared or paid dividends on our ordinary shares and we do not currently anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to fund the development and growth of our business. Except for the rights of holders of the Series A Preference Shares to receive dividends, any future determination to pay dividends on our ordinary shares will be at the discretion of our board of directors and will be dependent upon our financial condition, operating results, capital requirements, applicable contractual restrictions and other such factors as our board of directors may deem relevant. The concentration of ownership of our ordinary shares with insiders and their affiliates is likely to limit the ability of other shareholders to influence corporate matters. Approximately 74% of our outstanding ordinary shares are under the control of certain of our directors and executive officers and their affiliates. As a result, these persons will have the ability to exercise control over all matters requiring approval by our shareholders, including, but not limited to, the election of directors and approval of significant corporate transactions. This concentration of ownership might also have the effect of delaying or preventing a change in our control that might be viewed as beneficial by other shareholders or discouraging a potential acquirer from making an offer to shareholders to purchase their ordinary shares in order to gain control of us. USE OF PROCEEDS This prospectus relates to our ordinary shares that may be offered and sold from time to time by the selling shareholders. We will not receive any proceeds from the sale of the ordinary shares in this offering. DETERMINATION OF OFFERING PRICE The $3.00 per share offering price of the ordinary shares being sold under this prospectus has been arbitrarily set. The price does not bear any relationship to our assets, book value, earnings or net worth and is not an indication of actual value. 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION FORWARD-LOOKING STATEMENTS We and our representatives may from time to time make written or oral statements that are "forward-looking," including statements contained in this prospectus and other filings with the Securities and Exchange Commission, reports to our shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward- looking statements. In addition, other written or oral statements which constitute forward-looking statements may be made by us or on our behalf. Words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate," "project," "forecast," "may," "should," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this prospectus to conform forward-looking statements to actual results. Important factors on which such statements are based are assumptions concerning uncertainties, including but not limited to, uncertainties associated with the following: * inadequate capital and barriers to raising the additional capital or to obtaining the financing needed to implement its business plans; * changes in demand for our products and services; * our failure to earn revenues or profits; * inadequate capital to continue business; * volatility or decline of our stock price; * potential fluctuation in quarterly results; * rapid and significant changes in markets; * litigation with or legal claims and allegations by outside parties; and * insufficient revenues to cover operating costs. The following discussion should be read in conjunction with the financial statements and the notes thereto which are included in this prospectus. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ substantially from those anticipated in any forward-looking statements included in this discussion as a result of various factors, including those set forth in "Risk Factors" contained elsewhere in this prospectus. Overview We were formed on March 10, 2006 solely for the purpose of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market. On February 29, 2008, we completed the acquisition of Aegean Earth S.A. pursuant to a share exchange agreement. Aegean Earth S.A. was formed in July 2007 for the purpose of engaging in the construction industry in Greece and surrounding Mediterranean countries. Prior to our acquisition of Aegean Earth S.A., we had not engaged in any business activities that generated revenue. Liquidity and Capital Resources Since our inception in March 2006, we have not generated any revenue from operations and all of our funds have been obtained through private offerings of equity and debt securities. During the period from May 2006 through July 2006, we raised approximately $46,000 through the sale of our ordinary shares in private placements. In November 2007, one of our affiliates, Access America Fund ("AAF") acquired promissory notes from us in the aggregate principal amount of $300,000. These notes were converted on April 21, 2008 for 2.5 million ordinary shares. We used the proceeds from the sale of the notes to fund the working 8 capital requirements of Aegean Earth S.A. prior to our acquisition. Through April, 2008, in connection with our acquisition of Aegean Earth S.A., we raised an additional $6.0 million through a private placement of our ordinary shares. We believe that we have sufficient funds to pay our existing obligations and obligations as they arise for the next twelve months. However, if we are able to effect an acquisition, or if we are required to repay our outstanding notes or if we require additional capital for some other reason, we may require additional capital sooner than expected. There can be no assurance that additional capital will be available on terms acceptable to us if at all. Plan of Operation During the next 12 months, our business will be focused on the development of Aegean Earth S.A.'s construction business in Greece and potential acquisitions of complimentary businesses. As such, we are currently in the development-stage of identifying and bidding on suitable construction projects. For the next 12 months, our Plan of Operation is as follows: * Focus on development of Aegean Earth S.A.'s construction business; * Work to take advantage of investments in infrastructure in Greece and surrounding regions; and * Attempt to acquire at least one other construction company in Greece. We have entered into negotiations with the Municipality of Argostoli for the potential development of a tourist harbor, commercial marina, cruise ship docking area, and other commercial development surrounding the Argostoli harbor area. We have agreed to prepare a feasibility study to determine the scope and economic viability of the proposed project. After we have concluded the feasibility study, if the proposed project is viable, and the Municipality decides to go forward with the project, we propose to enter into a joint venture with the Municipality to direct and manage the proposed project. In addition to the foregoing, we are also in the process of identifying and negotiating projects in the following areas: * The construction and development of additional marinas and surrounding areas; * The construction of a number of medical facilities in northern Africa; * Remediating a series of landfills in Greece and other countries in the Mediterranean; * The reforestation of the Peloponnese region in Southern Greece; and * Other residential and commercial construction and development projects. Proposed Acquisition Part of our Plan of Operation is to attempt to grow our business through the acquisition of complimentary construction, engineering, or development companies in Greece and elsewhere in Europe. We have started the process of reviewing potential acquisition candidates and have identified a number of acquisition targets that will potentially allow us to generate immediate revenue through existing projects. We have identified and entered into a Memorandum of Understanding (the "Memorandum") with one such potential acquisition candidate, a Greek construction company that is currently the subject of a bankruptcy proceeding under the laws of Greece. The proposed acquisition and the Memorandum are both subject to, among other conditions, the prior approval of the Greek courts and there can be no assurances when, if ever, such proposed acquisition will be completed. Critical Accounting Policies Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 9 The following accounting policies are critical in fully understanding and evaluating our reported financial results: Basis of Presentation Our financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United State of America, whereby revenues are recognized in the period earned and expenses when incurred. The Company also follows Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting for Development Stage Enterprises" in preparing its financial statements. Statement of Cash Flows For purposes of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Loss Per Ordinary Share Basic loss per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares used in the basic loss per share calculation plus the number of ordinary shares that would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive. At December 31, 2007, there were 2,500,000 potentially dilutive ordinary shares outstanding based on the potential conversion of the note payable (See Note 6). On January 8, 2008, the Company divided and increased the authorized ordinary share capital of the Company from 50,000,000 ordinary shares of $0.001 par value each to 78,125,000 ordinary shares of 0.00064 par value each by the division (split) of 50,000,000 ordinary shares of US$0.001 par value each into 78,125,000 ordinary shares of US$0.00064 par value each. This resulted in every shareholder as of January 8, 2008 receiving 100 Ordinary shares for every 64 Ordinary shares previously held. This was treated as a stock split for U.S. GAAP purposes, and all share and per share data is presented as if the division took place as of the date of inception, March 10, 2006. On January 8, 2008, the Company also divided and increased the authorized preference share capital of the Company from 1,000,000 Preference Shares of $0.001 par value each to 20,000,000 Preference Shares of $0.00064 par value by the division of 1,000,000 Preference Shares of US$0.001 par value each into 1,562,500 Preference Shares of US$0.00064 par value each, and the authorization of an additional 18,437,500 Preference Shares with a par value of US$0.00064 each. Income Taxes Aegean Earth and Marine Corporation was registered as an Exempted Company in the Cayman Islands, and therefore, is not subject to Cayman Island income taxes for 20 years from the Date of Inception. While the Company has no intention of conducting any business activities in the United States, the Company would be subject to United States income taxes based on such activities that would occur in the United States. 10 The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." This statement prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the realization of deferred tax assets, management considers whether it is likely that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible. Fair Value of Financial Instruments The Company's financial instruments consist of cash and cash equivalents, a note receivable from an affiliate, payables to an affiliate, and a note payable to an affiliate. The fair value of cash and cash equivalents approximates the recorded amounts because of the liquidity and short-term nature of these items. The fair value of the note receivable, and payable to an affiliate, and note payable approximate the recorded amounts. Recently Issued Accounting Pronouncements In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations - Revised 2007. SFAS 141 R provides guidance on improving the relevance, representational faithfulness, and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141R applies to business combinations where the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Management is evaluating what effect the adoption of this pronouncement will have on its future financial statements, if any. Off Balance Sheet Arrangements We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. BUSINESS History We were organized under the laws of the Cayman Islands on March 10, 2006, and our wholly owned subsidiary, Aegean Earth S.A., was organized under the laws of Greece in July 2007. In February 2008, we acquired all of the outstanding equity securities of Aegean Earth S.A. from its shareholders. Prior to our acquisition of Aegean Earth S.A., we had not generated revenues and our business consisted solely of attempting to identify, investigate and conduct due diligence on potential businesses for acquisition. We filed a registration statement on Form 10 with the Securities and Exchange Commission (the "Commission") to register our ordinary shares under Section 12(g) of the Exchange Act and we file periodic reports with the Commission pursuant to the Exchange Act. Copies of such reports, along with our registration statement on Form 10 are available on the Commission's web site. In January, 2008, our shareholders approved an amendment to our Memorandum and Articles of Association, which, among other things, changed our name from "Tiger Growth Corporation" to "Aegean Earth & Marine Corporation." Business Plan Through our wholly owned subsidiary, Aegean Earth S.A., we intend to engage in the business of construction and development of real estate projects, roads, utility structures, commercial buildings, and other related facilities in Greece, the Mediterranean and Balkan countries and other parts of Southern 11 and Eastern Europe, either alone or by forming joint ventures with other companies. We also intend to actively pursue the acquisition of complimentary construction companies to increase construction project opportunities and revenue. We are actively pursuing construction opportunities both in the private and public sectors throughout the Mediterranean, Middle East, and Northern Africa regions. We are also actively pursuing the acquisition of one company which we believe will be completed in the second or third quarter of 2008, provided, however, that no assurance can be given that such acquisition will be completed by then or at all. We intend to take advantage of what we perceive to be increasing demand for construction in the Mediterranean and Balkan countries. We have entered into a consulting contract with a former president of a Greek construction company who has over 25 years of experience in the construction industry, and has experience in performing a variety of types of construction projects, including highways, commercial buildings, bridges and tunnels, airports and marinas. In addition, one of our directors, Joseph Clancy, who is also the Managing Director of Aegean Earth S.A., has prior experience in the negotiation and development of construction projects in the residential, commercial, and industrial sectors over the past 30 years. We believe that there is strong opportunity in construction in the Mediterranean and Balkan countries. In Greece, where Aegean Earth S.A. is headquartered, a number of governmental initiatives have been announced that we believe will increase potential construction and development in Greece. In 2007, the European Union announced that a series of infrastructure improvements have been planned, including the development of further upgrades of highways and the rail network, that are partially being financed by EUR24 billion funding which has been allocated to Greece from the European Union for the period from 2007 to 2013. We intend to focus a significant portion of our efforts to obtaining contracts and thereafter providing the construction and other services for these projects. The Greek government has made an effort to promote tourism, spending over $55 million in the promotion of tourism in 2006 alone, which resulted in an increase in tourism of over 10% in 2006 as compared to the previous year. We believe that past increases in tourism are likely to continue, and could result in the need for construction of additional tourism related facilities such as hotels and marinas, resulting in additional opportunities for us. In the surrounding states of Bulgaria and Romania, the European Union has designated over EUR22 billion in grant money for the purpose of structural improvements, primarily in the environmental and infrastructure areas. We are actively working with existing suppliers, managers, operators and property owners in pursuing this area of business. We have identified four (4) areas in which current market indicators support additional marina development which includes attendant commercial support facilities such as hotels, casinos, restaurants and luxury shopping areas. We have entered into negotiations with the Municipality of Argostoli for the potential development of a tourist harbor, commercial marina, cruise ship docking area, and other commercial development surrounding the Argostoli harbor area. We have agreed to prepare a feasibility study to determine the scope and economic viability of the proposed project. After we have concluded the feasibility study, if the proposed project is viable. After we have completed the feasibility study, if the Municipality decides to go forward with the projection, we propose to enter into a joint venture with the Municipality to direct and manage the proposed project. Proposed Acquisition One of our intended methods of growth is through the acquisition of complimentary construction, engineering, or development companies in Greece and elsewhere in Europe. We have started the process of identifying a number of acquisition targets that will potentially allow it to generate immediate revenue through existing projects. We have identified and entered into a Memorandum of Understanding (the "Memorandum") with one such potential acquisition candidate, a Greek construction company that is currently the subject of a bankruptcy proceeding under the laws of Greece. The proposed acquisition and the Memorandum are both subject to, among other conditions, the prior approval of the Greek courts and there can be no assurances when, if ever, such proposed acquisition will be completed. 12 Government Regulation of Construction Industry in Greece We intend to focus our efforts on obtaining construction contracts to work on infrastructure projects for the Greek Government. In order to undertake public works projects or infrastructure projects for the Greek government, a construction company must be registered at the Ministry's of Public Works Register and must also have what is referred to as a "diploma" which corresponds to the size and type of project. Construction companies having a "7th degree diploma," the highest level offered, are able to participate in any kind of project on its own or in joint venture. In order to receive a diploma, a construction company must present a full dossier of its work experience as a construction company and the work experience of its technical engineering and operations personnel. A construction company must have a stated number of civil engineers, structural, mechanical and electrical engineers on staff with each individual having attained the appropriate diploma from an accredited university and each individual must have the requisite work experience in his or her career. After reviewing a construction company's dossier of past projects and the experience of its personnel, the Ministry of Public Works will assign a diploma level accordingly. Lesser diplomas may prohibit a construction company from bidding on certain types of larger public and private projects. We do not currently have a diploma but intend to commence the application process as soon as possible. We intend to leverage acquisitions (see "Proposed Acquisition") to obtain the highest level of diploma possible. Customers We intend to focus our efforts on developing a customer base consisting of private, public and quasi public entities. Competition The real estate construction, engineering and development businesses in in Greece and the Balkan Region is highly fragmented and is highly competitive. We estimate that there are over 2,000 construction companies in Greece, with approximately 20 traded on the Athens Stock Exchange. We believe that that the construction industry will continue to grow and that competition will increase substantially as more grant money from Greece, the European Union and/or other countries becomes available for infrastructure and development in the Mediterranean and Balkan countries. We are aware of a number of larger international construction companies along with well established local construction and engineering firms that are currently contemplating developments (and others that are actively engaged in construction) that we believe will be our direct competitors. Some of the larger companies that we will be competing with include: * AKTOR S.A. and ELLINIKI TECHNODOMIKI S.A. which we believe to be one of, if not the largest, Greek construction company. ELLINIKI TECHNODOMIKI is acting as holding company for the group investments and AKTOR S.A. is the construction and contracting company of the group. The company does a number of BOT participations throughout Greece. * J&P AVAX S.A. which we believe to be a Greek company of J & P which is one of the main European contractors. The company originates from Cyprus. * GEK - TERNA, a Greek company, which we believe is active in Greece and abroad in public infrastructure projects and private development projects. The company is also involved in energy projects. * MICHANIKI S.A., a Greek company having created a group industries around it mostly related to the construction business i.e. aluminum profile industry, wood construction related industry. The company works abroad, mainly in the Ukraine in development projects and recently has entered the Russian market. * ATHINA S.A., a Greek company with experience in buildings and marine works and a lot of works in the Middle East. 13 * AEGEK S.A. a Greek company with experience in infrastructure works especially dams and tunnels. * VIOTER S.A., which we believe to be one of the smallest of the competitors listed herein which has experience in building works and serious involvement in development projects. * ATTIKAT S.A., a company involved in infrastructure works especially highways which recently sold a large part of its shares to GEK - TERNA S.A. Each of the foregoing competitors have greater financial, personnel and other resources and more extensive experience in the development/engineering/construction business than the Company. See "Risk Factors." Employees As of April 23, 2008, we had four employees, two of which are full time. DESCRIPTION OF PROPERTY We do not own or rent any property. We utilize office space and office equipment of our officers and directors at no cost. LEGAL PROCEEDINGS From time to time we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of business. We are not currently involved in legal proceedings that we believe could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information about our directors and executive officers: Name Age Position(s) ---- --- ----------- Frank DeLape 53 Executive Chairman and Director Joseph Clancy 67 Director Rizos Krikis 43 Chief Financial Officer Frank DeLape. Executive Chairman and Director - Frank DeLape is one of our co-founders and was appointed a director and our Executive Chairman on February 29, 2008. Frank DeLape is also Chairman and CEO of Benchmark Equity Group, a company he founded in 1994. Prior to founding Benchmark, Mr. DeLape spent 11 years in executive management roles managing turnarounds for various companies. In that regard, he worked on behalf of such companies' boards of directors or the sponsoring banks to recapitalize companies to return them to profitability or to maximize cash repayment through orderly liquidation. Benchmark provides private equity and debt financings from various funds as well as a syndicate of investors. Mr. DeLape was a founder and financier of Think New Ideas, a NASDAQ NMS listed company, which later sold for over $300 million. At Benchmark, Mr. DeLape has formed and been instrumental in the growth of eighteen companies. Of these, several have become NASDAQ listed, one listed on the American Stock Exchange, and three were sold, creating in total over several billion dollars in market value. 14 From August 2001 through October 2005, Mr. DeLape was Chairman of the Board of the biotechnology company Isolagen, Inc. Over his four years as Chairman and a major shareholder of Isolagen, Mr. DeLape oversaw the listing of Isolagen on the American Stock Exchange, and raising over $194 million in debt and equity financings for the company. Mr. DeLape is a Director of Polymedix, Inc. since November 2005 and President, CEO and a director of Influmedix, Inc. since April 2006. Mr. DeLape is also a director of Anchor Funding Services since January 2007 and Uni-Pixel, Inc. Both such corporations file reports under the Exchange Act. The trading symbol for Uni-Pixel, Inc. on the NASD Bulletin Board is "UNXL". Since March 2006, Mr. DeLape has also served as the Executive Chairman of Six Diamond Resorts International, a Cayman Islands company that he co-founded that files reports under the Exchange Act. Mr. DeLape is a controlling shareholder of Six Diamond Resorts International and in October 2007, he was appointed a director of Six Diamond Resorts International. Mr. DeLape is a member of the National Association of Corporate Directors. Joseph Clancy. Director. Mr. Clancy was appointed a director on February 29, 2008 and has served as a Manager of Aegean Earth S.A. since its inception in July 2007. Mr. Clancy is an experienced professional in both private equity and construction and development. Since June 2006, he has served as one of the National Representatives of Access America Investments in Greece and Cyprus. From February 2003 to May 2006, he served as a consultant/advisor for Vibrant Capital Corporation in New York, where he oversaw the implementation of a life settlement acquisition program to secure a bond issued under the securities laws of Luxembourg and also implemented two private placement programs of investments in conjunction with that asset class. Prior thereto, from January 2002 to February 2003 he served as a Director in Oriri Holdings, SA, of Oslo, Norway, where he oversaw the implementation of international marketing operations for content for mobile phones throughout the EU market. Mr. Clancy has also overseen the construction, master planning, and development of numerous properties, including an 800 acre mixed use area in Colorado. He has also served as the Chief Operating Officer of DiaChi Corporation and Prime Financial Services Group of London. Mr. Clancy graduated with a B.Sc. in Engineering from the United States Naval Academy in Annapolis, Maryland. He served as a Captain in the U.S. Marine Corps from 1963-1967 and was decorated for valor for his service in Vietnam. Rizos Krikis. Chief Financial Officer- Mr. Krikis was appointed our Chief Financial Officer on February 29, 2008. Prior thereto, from 2004 to 2007, Mr. Krikis was Chief Financial Officer of Cosmotelco Telecommunications in Greece. Prior to joining Cosmotelco, Mr. Krikis was a senior manager for the Emporiki Private Equity and Venture Capital Fund, where he was responsible for the initial investment decision and ongoing monitoring of the Fund's portfolio investment. Mr. Krikis has a number of years of experience in the financial industry and has served in multiple capacities both in industry and private equity. Mr. Krikis also was a consultant from the Greek Trade Commission in New York. He graduated with both his Bachelor's and Master's degrees in Business Administration from Baruch College in New York, and is fluent in both English and Greek. Election of Directors and Officers Holders of our ordinary shares are entitled to one (1) vote for each share held on all matters submitted to a vote of the shareholders, including the election of directors. Cumulative voting with respect to the election of directors is not permitted by our Memorandum and Articles of Association. Our Board of Directors shall be elected at the annual meeting of the shareholders or at a special meeting called for that purpose. Each director shall hold office until the next annual meeting of shareholders and until the director's successor is elected and qualified. If a vacancy on the Board of Directors, including a vacancy resulting from an increase in the number of directors then the shareholders may fill the vacancy at the next annual meeting or at a special meeting called for the purpose, or the Board of Directors may fill such vacancy. Committees of the Board of Directors Our board of directors has not appointed any committees. Audit Committee and Code of Ethics We have not formally appointed an audit committee, and therefore, our board of directors serves the function of an audit committee. We have not made a determination as to whether any of our directors would qualify as an audit committee financial 15 expert. We have not yet adopted a code of ethics applicable to our chief executive officer and chief accounting officer, or persons performing those functions, because of the small number of persons involved in management. Family Relationships There are no family relationships among our officers or directors. Legal Proceedings Based on our inquiries of all of our officers and directors, we are not aware of any pending or threatened legal proceedings involving any of our officers or directors that would be material to an evaluation of our management. 16 EXECUTIVE COMPENSATION We did not pay our exective officers cash renumeration from the period from inception through December 31, 2007. Employment Agreements Although we have not entered into any employment agreements with our executive officers, we have orally agreed with Mr. Frank DeLape, our Executive Chairman, to issue to him stock options to purchase up to 250,000 ordinary shares. The terms of such options shall be determined at a future date by mutual agreement between us and Mr. DeLape. Compensation of Directors We have not paid our directors compensation for serving on our board of directors. Our Board of Directors may in the future decide to award the members of the Board of Directors cash or stock based consideration for their services to us, which awards, if granted shall be in the sole determination of the Board of Directors. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS Market Information There is currently no public trading market for our ordinary shares. Number of Shareholders As of April 23, 2008, there were approximately 488 holders of record of our ordinary shares. Dividend Policy Historically, we have not paid any dividends to the holders of our ordinary shares and we do not expect to pay any such dividends in the foreseeable future as we expect to retain our future earnings for use in the operation and expansion of our business. Equity Compensation Plan Information We do not have any compensation plans under which our securities have been authorized for issuance, however, we intend to develop a stock option plan during 2008 17 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of April 23, 2008 with respect to the beneficial ownership of our ordinary shares by (i) each person who, to our knowledge, beneficially owns more than 5% of our ordinary shares; (ii) each of our directors and "named executive officers"; and (iii) all of our executive officers and directors as a group: Number of Percent --------- ------- Name and address of Beneficial Owner Shares of Class (1) - ------------------------------------ ------ ------------ Directors and Named Executive Officers(2): Joseph Clancy (3) 166,667 2.4% Frank DeLape (4) 4,987,501 71.2% Rizos Krikis - All directors and named executive officers as a group (3 persons) 5,154,168 73.6% Other 5% or Greater Beneficial Owners Access America Fund, L.P.(5) 1800 West Loop South Houston, TX 77027 4,987,501 71.2% (1) Beneficial ownership is calculated based on an aggregate of 7,003,033 ordinary shares outstanding as of April 23, 2008 together with securities exercisable or convertible into ordinary shares within sixty days of April 23, 2008 for each shareholder. Beneficial ownership is determined in accordance with Rule 13d-3 of the SEC. The number of ordinary shares beneficially owned by a person includes ordinary shares issuable upon conversion of securities and subject to options or warrants held by that person that are currently convertible or exercisable or convertible or exercisable within 60 days of April 23, 2008. The ordinary shares issuable pursuant to those convertible securities, options or warrants are deemed outstanding for computing the percentage ownership of the person holding such options and warrants but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. (2) Unless otherwise specified, the address for the directors and named executive officers is c/o Nautilus Global Partners, 700 Gemini, Suite 100, Houston, TX 77027. (3) The address for Mr. Clancy is Tenarou, 49, PO Box 73050, Ano Glyfada, 165 62 Greece (4) Consists of 4,987,501 ordinary shares held by Access America Fund, LLP ("AAF"). Such amount does not include ordinary shares issuable upon conversion of the Series A Preference Shares owned by AAF as such Series A Preference Shares are not convertible within 60 days of April 23, 2008. Access America Investments LLC ("AAI") is the general manager of AAF. Mr. DeLape is the Chairman of AAI and he is also the Chairman of Benchmark Equity Group which owns 41.7% of AAI. Accordingly, Mr. DeLape may be deemed to share indirect beneficial ownership of the ordinary shares held by AAF. Mr. DeLape, however, expressly disclaims beneficial ownership of such ordinary shares. Such amount also does not include 250,000 ordinary shares issuable upon the exercise of stock options, since such options have not yet been granted and are not exercisable within 60 days of April 23, 2008. The exercise terms of such options have not been determined. (5) Such amount does not include ordinary shares issuable upon conversion of the Series A Preference Shares owned by AAF as such Series A Preference Shares are not convertible within 60 days of April 23, 2008. 18 SELLING SHAREHOLDERS The following table sets forth the ordinary share ownership of the selling shareholders as of April 23, 2008. The selling shareholders acquired their securities through private placement offerings in 2006 and 2008. We will not receive any proceeds from the resale of the ordinary shares by the selling shareholders. Assuming all the shares registered below are sold by the selling shareholders, none of the selling shareholders will continue to own any of our ordinary shares Other than as set forth in the following table, the selling shareholders have not held any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years. In addition, except as set forth below, the selling shareholders are not registered broker-dealers.
- ---------------------------------------------------------------------------------- Number of Shares Percentage Shares Percentage Beneficially Beneficially Beneficialy Benefially Number Owned Owned Owned Prior Owned Prior of Shares After After Selling Shareholder to Offering to Offering Offered Offering Offering - ---------------------------------------------------------------------------------- Grant John Maughan 782 * 782 0 * - ---------------------------------------------------------------------------------- Benjamin Kenneth Barker 782 * 782 0 * - ---------------------------------------------------------------------------------- Polyanna Wan 782 * 782 0 * - ---------------------------------------------------------------------------------- Susan E. Lawrence 782 * 782 0 * - ---------------------------------------------------------------------------------- Thomas D. Knowles 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul D. Knowles 782 * 782 0 * - ---------------------------------------------------------------------------------- Donna E. Knowles 782 * 782 0 * - ---------------------------------------------------------------------------------- Alstair Mark Knowles 782 * 782 0 * - ---------------------------------------------------------------------------------- Robert Myers 782 * 782 0 * - ---------------------------------------------------------------------------------- Richard Fox 782 * 782 0 * - ---------------------------------------------------------------------------------- Marlene Patranella Fox 782 * 782 0 * - ---------------------------------------------------------------------------------- Raymond Todd Forsythe 782 * 782 0 * - ---------------------------------------------------------------------------------- Cameron Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- Magdaline Berdanis 782 * 782 0 * - ---------------------------------------------------------------------------------- Heather Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- David William Slatter 782 * 782 0 * - ---------------------------------------------------------------------------------- Steven E. Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- Debra P. Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- Joseph G. Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- Phyllis D. Thompson 782 * 782 0 * - ---------------------------------------------------------------------------------- Reginald T. Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- Lorna Denise Kemp 782 * 782 0 * - ---------------------------------------------------------------------------------- Todd Earle Kemp 782 * 782 0 * - ---------------------------------------------------------------------------------- Debra-Lou Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- Paula Rigby 782 * 782 0 * - ---------------------------------------------------------------------------------- Patrice McKinney 782 * 782 0 * - ---------------------------------------------------------------------------------- Tiffany K. Deal 782 * 782 0 * - ---------------------------------------------------------------------------------- Conwill K. Saunders 782 * 782 0 * - ---------------------------------------------------------------------------------- Mary Turner 782 * 782 0 * - ---------------------------------------------------------------------------------- Melita A. Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- Helen A. Rolle 782 * 782 0 * - ---------------------------------------------------------------------------------- Michael Brindle-Selle 782 * 782 0 * - ---------------------------------------------------------------------------------- Julie Brindle-Selle 782 * 782 0 * - ---------------------------------------------------------------------------------- Angela D. Culmer-Saunders 782 * 782 0 * - ---------------------------------------------------------------------------------- Stephanie Anne Murray 782 * 782 0 * - ---------------------------------------------------------------------------------- Marguerite E. Bain 782 * 782 0 * - ----------------------------------------------------------------------------------
19
- ---------------------------------------------------------------------------------- Marcus W. Moss 782 * 782 0 * - ---------------------------------------------------------------------------------- Marcella Bond 782 * 782 0 * - ---------------------------------------------------------------------------------- Lakeisha D. Brown 782 * 782 0 * - ---------------------------------------------------------------------------------- Jane Seekings 782 * 782 0 * - ---------------------------------------------------------------------------------- Katie Vanessa Roach 782 * 782 0 * - ---------------------------------------------------------------------------------- Karen Strachen 782 * 782 0 * - ---------------------------------------------------------------------------------- Gerda J.J. Vandervelde 782 * 782 0 * - ---------------------------------------------------------------------------------- Marie Elise J. Vandervelde 782 * 782 0 * - ---------------------------------------------------------------------------------- Maria O.F. Marse 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul Henri Vandervelde 782 * 782 0 * - ---------------------------------------------------------------------------------- Phillipe Dewez 782 * 782 0 * - ---------------------------------------------------------------------------------- Daniel Lienard 782 * 782 0 * - ---------------------------------------------------------------------------------- Marguerite Ranwet 782 * 782 0 * - ---------------------------------------------------------------------------------- Catherine Bocque 782 * 782 0 * - ---------------------------------------------------------------------------------- Koen Lozie 782 * 782 0 * - ---------------------------------------------------------------------------------- Jennifer Silva 782 * 782 0 * - ---------------------------------------------------------------------------------- Valerie I. Weeks 782 * 782 0 * - ---------------------------------------------------------------------------------- Fiona Jane Richardson 782 * 782 0 * - ---------------------------------------------------------------------------------- Renate Murdoch-Muirhead 782 * 782 0 * - ---------------------------------------------------------------------------------- Colin Murdoch-Muirhead 782 * 782 0 * - ---------------------------------------------------------------------------------- Katherine Steele 782 * 782 0 * - ---------------------------------------------------------------------------------- Caroline Rosser 782 * 782 0 * - ---------------------------------------------------------------------------------- Robert Rosser 782 * 782 0 * - ---------------------------------------------------------------------------------- Severin Nicole Gibbons 782 * 782 0 * - ---------------------------------------------------------------------------------- Edward Allen Lancer Barnes 782 * 782 0 * - ---------------------------------------------------------------------------------- Tina C. Gibbons 782 * 782 0 * - ---------------------------------------------------------------------------------- Reid Gibbons 782 * 782 0 * - ---------------------------------------------------------------------------------- Patricia M. Hill 782 * 782 0 * - ---------------------------------------------------------------------------------- Floyd E. Smart 782 * 782 0 * - ---------------------------------------------------------------------------------- Sylvia M. Smart 782 * 782 0 * - ---------------------------------------------------------------------------------- Dionne A.E. Smart-Porter 782 * 782 0 * - ---------------------------------------------------------------------------------- Lloyd J. Smart 782 * 782 0 * - ---------------------------------------------------------------------------------- Richard S.L. Pearman 782 * 782 0 * - ---------------------------------------------------------------------------------- Dannise Thompson 782 * 782 0 * - ---------------------------------------------------------------------------------- Richard S. Thompson 782 * 782 0 * - ---------------------------------------------------------------------------------- Roderick Craig Christensen 782 * 782 0 * - ---------------------------------------------------------------------------------- Pennie Jean Whitehead 782 * 782 0 * - ---------------------------------------------------------------------------------- Christina Maybury 782 * 782 0 * - ---------------------------------------------------------------------------------- Dazarrie Steede 782 * 782 0 * - ---------------------------------------------------------------------------------- Roy Angelo Furbert 782 * 782 0 * - ---------------------------------------------------------------------------------- Dueane Stephen Dill 782 * 782 0 * - ---------------------------------------------------------------------------------- Gwen Haller 782 * 782 0 * - ---------------------------------------------------------------------------------- Gail E. Murray 782 * 782 0 * - ---------------------------------------------------------------------------------- Barry Griffiths 782 * 782 0 * - ---------------------------------------------------------------------------------- Kerry Griffiths 782 * 782 0 * - ---------------------------------------------------------------------------------- Michael Abbott 782 * 782 0 * - ---------------------------------------------------------------------------------- Neal Turchiaro 782 * 782 0 * - ---------------------------------------------------------------------------------- Shelly Abbott 782 * 782 0 * - ---------------------------------------------------------------------------------- David J.K. Macphee 782 * 782 0 * - ---------------------------------------------------------------------------------- Christopher Cyr 782 * 782 0 * - ---------------------------------------------------------------------------------- Mark W. Young 782 * 782 0 * - ---------------------------------------------------------------------------------- Sharlene A. Young 782 * 782 0 * - ---------------------------------------------------------------------------------- Heather Allison Hames 782 * 782 0 * - ----------------------------------------------------------------------------------
20
- ---------------------------------------------------------------------------------- Colin G. Hames 782 * 782 0 * - ---------------------------------------------------------------------------------- Elizabeth Wood 782 * 782 0 * - ---------------------------------------------------------------------------------- Rob Mumford 782 * 782 0 * - ---------------------------------------------------------------------------------- Justin Ferguson 782 * 782 0 * - ---------------------------------------------------------------------------------- David Rawson Mackenzie 782 * 782 0 * - ---------------------------------------------------------------------------------- Ian Rawson Mackenzie 782 * 782 0 * - ---------------------------------------------------------------------------------- Heather Rawson Mackenzie 782 * 782 0 * - ---------------------------------------------------------------------------------- Stephen McClure 782 * 782 0 * - ---------------------------------------------------------------------------------- Javier Martinez 782 * 782 0 * - ---------------------------------------------------------------------------------- Anna Bagshaw 782 * 782 0 * - ---------------------------------------------------------------------------------- Marcela Vallejo MacKliff 782 * 782 0 * - ---------------------------------------------------------------------------------- Andrea McLean 782 * 782 0 * - ---------------------------------------------------------------------------------- Sinead O'Connor 782 * 782 0 * - ---------------------------------------------------------------------------------- Erica Boudier 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul Hunt 782 * 782 0 * - ---------------------------------------------------------------------------------- Mark Anderson 782 * 782 0 * - ---------------------------------------------------------------------------------- Brenda Jean Phillips 782 * 782 0 * - ---------------------------------------------------------------------------------- Jai-Michael Eskerine Phillips 782 * 782 0 * - ---------------------------------------------------------------------------------- Erskine Douglas Phillips 782 * 782 0 * - ---------------------------------------------------------------------------------- Tivin Tunchiano 782 * 782 0 * - ---------------------------------------------------------------------------------- David Houston 782 * 782 0 * - ---------------------------------------------------------------------------------- Susan E. Gibbons 782 * 782 0 * - ---------------------------------------------------------------------------------- Ronald Joseph Burke 782 * 782 0 * - ---------------------------------------------------------------------------------- Marsha Gail Burke 782 * 782 0 * - ---------------------------------------------------------------------------------- Kelly Ross 782 * 782 0 * - ---------------------------------------------------------------------------------- Shirley Yap 782 * 782 0 * - ---------------------------------------------------------------------------------- Nancy Morrison 782 * 782 0 * - ---------------------------------------------------------------------------------- Wade A. Morrison 782 * 782 0 * - ---------------------------------------------------------------------------------- Joanna Marie Masters 782 * 782 0 * - ---------------------------------------------------------------------------------- Glen Nicholas Masters 782 * 782 0 * - ---------------------------------------------------------------------------------- Lana Chi Nguyen 782 * 782 0 * - ---------------------------------------------------------------------------------- Jean E. Parker 782 * 782 0 * - ---------------------------------------------------------------------------------- Michelle Sara Christensen 782 * 782 0 * - ---------------------------------------------------------------------------------- Kandis Robertson 782 * 782 0 * - ---------------------------------------------------------------------------------- Joel Matthews 782 * 782 0 * - ---------------------------------------------------------------------------------- Julie Herauf 782 * 782 0 * - ---------------------------------------------------------------------------------- Mark R. Herauf 782 * 782 0 * - ---------------------------------------------------------------------------------- Stephen James McLaughlin 782 * 782 0 * - ---------------------------------------------------------------------------------- Robert Greg Abernethy 782 * 782 0 * - ---------------------------------------------------------------------------------- Matthew J. R. Grace 782 * 782 0 * - ---------------------------------------------------------------------------------- Bruce Colby Bell 782 * 782 0 * - ---------------------------------------------------------------------------------- Marc E.O. Morabito 782 * 782 0 * - ---------------------------------------------------------------------------------- Serge Paritzky 782 * 782 0 * - ---------------------------------------------------------------------------------- Roland Schaefer 782 * 782 0 * - ---------------------------------------------------------------------------------- Fernando Casij Pena 782 * 782 0 * - ---------------------------------------------------------------------------------- Peter Barham 782 * 782 0 * - ---------------------------------------------------------------------------------- Eric Duphil 782 * 782 0 * - ---------------------------------------------------------------------------------- Andrea K. Hudson 782 * 782 0 * - ---------------------------------------------------------------------------------- Ursula E. Gilpin 782 * 782 0 * - ---------------------------------------------------------------------------------- Frederic Osias 782 * 782 0 * - ---------------------------------------------------------------------------------- Rosemary J. Morabito 782 * 782 0 * - ---------------------------------------------------------------------------------- Yvonne Joan Muldoon 782 * 782 0 * - ---------------------------------------------------------------------------------- P. Barry Moroney 782 * 782 0 * - ----------------------------------------------------------------------------------
21
- ---------------------------------------------------------------------------------- Ayal Shenhav 782 * 782 0 * - ---------------------------------------------------------------------------------- Tal Danon Shenhav 782 * 782 0 * - ---------------------------------------------------------------------------------- Yizhak Rodrig 782 * 782 0 * - ---------------------------------------------------------------------------------- Ofira Wegrzyn 782 * 782 0 * - ---------------------------------------------------------------------------------- Rotem Baharv 782 * 782 0 * - ---------------------------------------------------------------------------------- Zvi Arie Frenkel 782 * 782 0 * - ---------------------------------------------------------------------------------- Reuven Horesh 782 * 782 0 * - ---------------------------------------------------------------------------------- Frida Aliza Frenkel 782 * 782 0 * - ---------------------------------------------------------------------------------- Tamar Shaibel 782 * 782 0 * - ---------------------------------------------------------------------------------- Reuven Shaibel 782 * 782 0 * - ---------------------------------------------------------------------------------- Rachel Cohen 782 * 782 0 * - ---------------------------------------------------------------------------------- Yoheved Krouzman 782 * 782 0 * - ---------------------------------------------------------------------------------- Danny Horesh 782 * 782 0 * - ---------------------------------------------------------------------------------- Ronen Baharav 782 * 782 0 * - ---------------------------------------------------------------------------------- Michal Rozelia Kremer 782 * 782 0 * - ---------------------------------------------------------------------------------- Israel Kremer 782 * 782 0 * - ---------------------------------------------------------------------------------- Yehiel Cohen 782 * 782 0 * - ---------------------------------------------------------------------------------- Dafna Yakova Frankel 782 * 782 0 * - ---------------------------------------------------------------------------------- Yoan Kremer 782 * 782 0 * - ---------------------------------------------------------------------------------- Irina Moritz 782 * 782 0 * - ---------------------------------------------------------------------------------- Nelly Geskin 782 * 782 0 * - ---------------------------------------------------------------------------------- Yael Moritz 782 * 782 0 * - ---------------------------------------------------------------------------------- Rafael Cohen 782 * 782 0 * - ---------------------------------------------------------------------------------- Gil Moore 782 * 782 0 * - ---------------------------------------------------------------------------------- Rina Rodrig 782 * 782 0 * - ---------------------------------------------------------------------------------- Shoshana Rodrig 782 * 782 0 * - ---------------------------------------------------------------------------------- Yuval Bar ner 782 * 782 0 * - ---------------------------------------------------------------------------------- Katharina Mosakowska 782 * 782 0 * - ---------------------------------------------------------------------------------- Arthur Mletzak 782 * 782 0 * - ---------------------------------------------------------------------------------- Rients Aapkes 782 * 782 0 * - ---------------------------------------------------------------------------------- Olivia Kate Walford 782 * 782 0 * - ---------------------------------------------------------------------------------- Carol-Ann B. Mckinley 782 * 782 0 * - ---------------------------------------------------------------------------------- Sandra Lanchippa-Smith 782 * 782 0 * - ---------------------------------------------------------------------------------- Harry Winnington 782 * 782 0 * - ---------------------------------------------------------------------------------- Dale W. Porter 782 * 782 0 * - ---------------------------------------------------------------------------------- Oleana Schemenauer 782 * 782 0 * - ---------------------------------------------------------------------------------- Heinz Neidl 782 * 782 0 * - ---------------------------------------------------------------------------------- Stephen Cosham 782 * 782 0 * - ---------------------------------------------------------------------------------- Mercedes Aguilar Mora 782 * 782 0 * - ---------------------------------------------------------------------------------- Monica Chimbo Aguilar 782 * 782 0 * - ---------------------------------------------------------------------------------- Merilynn Sickling 782 * 782 0 * - ---------------------------------------------------------------------------------- Derek Sickling 782 * 782 0 * - ---------------------------------------------------------------------------------- Edward Spencer 782 * 782 0 * - ---------------------------------------------------------------------------------- Jane Maycock 782 * 782 0 * - ---------------------------------------------------------------------------------- Phillip Scarcliffe 782 * 782 0 * - ---------------------------------------------------------------------------------- Anthony Steele 782 * 782 0 * - ---------------------------------------------------------------------------------- Julie Arthur 782 * 782 0 * - ---------------------------------------------------------------------------------- Simon Peter Beattie 782 * 782 0 * - ---------------------------------------------------------------------------------- Attila Stephen Molnar 782 * 782 0 * - ---------------------------------------------------------------------------------- James Nicholas Lamb 782 * 782 0 * - ---------------------------------------------------------------------------------- Dudley Reginald Cottingham 782 * 782 0 * - ---------------------------------------------------------------------------------- Joseph Andrew Guest 782 * 782 0 * - ---------------------------------------------------------------------------------- Tina Phyllis Francis Guest 782 * 782 0 * - ----------------------------------------------------------------------------------
22
- ---------------------------------------------------------------------------------- Robert William Thomson 782 * 782 0 * - ---------------------------------------------------------------------------------- Pamela May Ann Thomson 782 * 782 0 * - ---------------------------------------------------------------------------------- Mary Christine Beattie 782 * 782 0 * - ---------------------------------------------------------------------------------- William Maycock 782 * 782 0 * - ---------------------------------------------------------------------------------- Andrew C. Cottingham 782 * 782 0 * - ---------------------------------------------------------------------------------- Debbie J. E. Cottingham 782 * 782 0 * - ---------------------------------------------------------------------------------- Jonathan Falconer 782 * 782 0 * - ---------------------------------------------------------------------------------- Granville M. Gibbons 782 * 782 0 * - ---------------------------------------------------------------------------------- John Allen Barnes 782 * 782 0 * - ---------------------------------------------------------------------------------- David Anthony Hanwell 782 * 782 0 * - ---------------------------------------------------------------------------------- Susan Veronica Hanwell 782 * 782 0 * - ---------------------------------------------------------------------------------- Leanne Brown 782 * 782 0 * - ---------------------------------------------------------------------------------- Michael John Tait 782 * 782 0 * - ---------------------------------------------------------------------------------- Richard Allen Lettington 782 * 782 0 * - ---------------------------------------------------------------------------------- Julia Ann Kempe 782 * 782 0 * - ---------------------------------------------------------------------------------- Senga Tait 782 * 782 0 * - ---------------------------------------------------------------------------------- Lisa J. Broomfield 782 * 782 0 * - ---------------------------------------------------------------------------------- Rowena Jane Broomfield 782 * 782 0 * - ---------------------------------------------------------------------------------- Joan Broomfield 782 * 782 0 * - ---------------------------------------------------------------------------------- John William Broomfield 782 * 782 0 * - ---------------------------------------------------------------------------------- Charles Henry Bolton 782 * 782 0 * - ---------------------------------------------------------------------------------- Barbara Kathlen Bolton 782 * 782 0 * - ---------------------------------------------------------------------------------- Sutherland A. Morris 782 * 782 0 * - ---------------------------------------------------------------------------------- Julian Trinder 782 * 782 0 * - ---------------------------------------------------------------------------------- June I. Morris 782 * 782 0 * - ---------------------------------------------------------------------------------- Hamish Charles Quinlan 782 * 782 0 * - ---------------------------------------------------------------------------------- Jenny Kirsten Hutchison 782 * 782 0 * - ---------------------------------------------------------------------------------- Philippa Alison Trinder 782 * 782 0 * - ---------------------------------------------------------------------------------- Hilary Elaine Redfern Mullins 782 * 782 0 * - ---------------------------------------------------------------------------------- Douglas John Mullins 782 * 782 0 * - ---------------------------------------------------------------------------------- Peter Wilson 782 * 782 0 * - ---------------------------------------------------------------------------------- Julie Mary Wilson 782 * 782 0 * - ---------------------------------------------------------------------------------- Elizabeth Louise Phillips 782 * 782 0 * - ---------------------------------------------------------------------------------- Allan George Murray 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul B. Davis 782 * 782 0 * - ---------------------------------------------------------------------------------- Lara Jane Davis 782 * 782 0 * - ---------------------------------------------------------------------------------- Jane M. Poveromo 782 * 782 0 * - ---------------------------------------------------------------------------------- John Bond 782 * 782 0 * - ---------------------------------------------------------------------------------- Esther Dodd 782 * 782 0 * - ---------------------------------------------------------------------------------- Alastair G. Long 782 * 782 0 * - ---------------------------------------------------------------------------------- Rosemary Long 782 * 782 0 * - ---------------------------------------------------------------------------------- Denize Cook 782 * 782 0 * - ---------------------------------------------------------------------------------- Mark Fondas 782 * 782 0 * - ---------------------------------------------------------------------------------- Michele Louise Cottingham 782 * 782 0 * - ---------------------------------------------------------------------------------- Christopher Charles Morris 782 * 782 0 * - ---------------------------------------------------------------------------------- Michelle Annette Lawrence 782 * 782 0 * - ---------------------------------------------------------------------------------- Alison Margaret Harvey 782 * 782 0 * - ---------------------------------------------------------------------------------- Michael James Harvey 782 * 782 0 * - ---------------------------------------------------------------------------------- Patricia A. Alderson 782 * 782 0 * - ---------------------------------------------------------------------------------- Antoinette M. Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- Christian H. H. Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- Edwin H. Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- Judith Backhouse 782 * 782 0 * - ----------------------------------------------------------------------------------
23
- ---------------------------------------------------------------------------------- Karen L. Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- Margaret Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- Mark A. Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- Patricia M. Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul G. Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- Timothy S Backhouse 782 * 782 0 * - ---------------------------------------------------------------------------------- David P. Bartlett 782 * 782 0 * - ---------------------------------------------------------------------------------- Rachael C. Bartlett 782 * 782 0 * - ---------------------------------------------------------------------------------- Antoinette Baxter 782 * 782 0 * - ---------------------------------------------------------------------------------- Charles Baxter 782 * 782 0 * - ---------------------------------------------------------------------------------- Geraldine Baxter 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul Baxter 782 * 782 0 * - ---------------------------------------------------------------------------------- Catherine J. Belcher 782 * 782 0 * - ---------------------------------------------------------------------------------- Martin C. Belcher 782 * 782 0 * - ---------------------------------------------------------------------------------- Sarah L. Bertrand 782 * 782 0 * - ---------------------------------------------------------------------------------- Wayne G Bertrand 782 * 782 0 * - ---------------------------------------------------------------------------------- John N. Bishop 782 * 782 0 * - ---------------------------------------------------------------------------------- Nicola L. Bishop 782 * 782 0 * - ---------------------------------------------------------------------------------- Linda C. Budge 782 * 782 0 * - ---------------------------------------------------------------------------------- Robert Childs 782 * 782 0 * - ---------------------------------------------------------------------------------- A. Henry G. Dick-Cleland 782 * 782 0 * - ---------------------------------------------------------------------------------- Karen L. Dick-Cleland 782 * 782 0 * - ---------------------------------------------------------------------------------- Kerry A. Fell 782 * 782 0 * - ---------------------------------------------------------------------------------- Stephen A. Fell 782 * 782 0 * - ---------------------------------------------------------------------------------- Cleone E. Ferris 782 * 782 0 * - ---------------------------------------------------------------------------------- Nicholas P. Ferris 782 * 782 0 * - ---------------------------------------------------------------------------------- Nicola O. Ferris 782 * 782 0 * - ---------------------------------------------------------------------------------- Peter E. L. Ferris 782 * 782 0 * - ---------------------------------------------------------------------------------- Claire Y. Gaffney 782 * 782 0 * - ---------------------------------------------------------------------------------- Emma L. Gavet 782 * 782 0 * - ---------------------------------------------------------------------------------- Alison C. Gavey 782 * 782 0 * - ---------------------------------------------------------------------------------- David J. Gavey 782 * 782 0 * - ---------------------------------------------------------------------------------- Alva I. Gee 782 * 782 0 * - ---------------------------------------------------------------------------------- Ian B. Gee 782 * 782 0 * - ---------------------------------------------------------------------------------- Sandra Gee 782 * 782 0 * - ---------------------------------------------------------------------------------- Graham E. Hindle 782 * 782 0 * - ---------------------------------------------------------------------------------- Susan P. Hindle 782 * 782 0 * - ---------------------------------------------------------------------------------- Dianne Huddlestone 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul Huddlestone 782 * 782 0 * - ---------------------------------------------------------------------------------- Benn M. Hunter 782 * 782 0 * - ---------------------------------------------------------------------------------- Lynda T. Hunter 782 * 782 0 * - ---------------------------------------------------------------------------------- Albert Howard Jackson 782 * 782 0 * - ---------------------------------------------------------------------------------- Caroline A. Jackson 782 * 782 0 * - ---------------------------------------------------------------------------------- Elizabeth M. Jackson 782 * 782 0 * - ---------------------------------------------------------------------------------- Nicholas H. Jackson 782 * 782 0 * - ---------------------------------------------------------------------------------- Jeannine F. Jenkins 782 * 782 0 * - ---------------------------------------------------------------------------------- Nicholas V. Jenkins 782 * 782 0 * - ---------------------------------------------------------------------------------- John P. Jordan 782 * 782 0 * - ---------------------------------------------------------------------------------- Owen M. Keenan 782 * 782 0 * - ---------------------------------------------------------------------------------- Susan A. Keenan 782 * 782 0 * - ---------------------------------------------------------------------------------- Roderick G. Keiller 782 * 782 0 * - ---------------------------------------------------------------------------------- Anthony L. Krinks 782 * 782 0 * - ---------------------------------------------------------------------------------- Geraldine V. Krinks 782 * 782 0 * - ----------------------------------------------------------------------------------
24
- ---------------------------------------------------------------------------------- Alfred C. W. Laine 782 * 782 0 * - ---------------------------------------------------------------------------------- Christine E. Laine 782 * 782 0 * - ---------------------------------------------------------------------------------- Marc S. Laine 782 * 782 0 * - ---------------------------------------------------------------------------------- Nicola J. Laine 782 * 782 0 * - ---------------------------------------------------------------------------------- David A. Larkin 782 * 782 0 * - ---------------------------------------------------------------------------------- Christopher J. Le Tissier 782 * 782 0 * - ---------------------------------------------------------------------------------- Peter Lynch 782 * 782 0 * - ---------------------------------------------------------------------------------- E. Tony Manning 782 * 782 0 * - ---------------------------------------------------------------------------------- Kim J. Martin 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul D. Martin 782 * 782 0 * - ---------------------------------------------------------------------------------- Therese P. Martin 782 * 782 0 * - ---------------------------------------------------------------------------------- Rebecca Louise Massey 782 * 782 0 * - ---------------------------------------------------------------------------------- Kim-Marie McDermott 782 * 782 0 * - ---------------------------------------------------------------------------------- Richard J. McDermott 782 * 782 0 * - ---------------------------------------------------------------------------------- Anthony R. Nutbrown 782 * 782 0 * - ---------------------------------------------------------------------------------- Christopher A. Oliver 782 * 782 0 * - ---------------------------------------------------------------------------------- Lawrence Pape 782 * 782 0 * - ---------------------------------------------------------------------------------- Patricia Pape 782 * 782 0 * - ---------------------------------------------------------------------------------- Caroline Patterson 782 * 782 0 * - ---------------------------------------------------------------------------------- Matthew Patterson 782 * 782 0 * - ---------------------------------------------------------------------------------- John H. Petit 782 * 782 0 * - ---------------------------------------------------------------------------------- Lynette Le Q. Petit 782 * 782 0 * - ---------------------------------------------------------------------------------- Martin Petite 782 * 782 0 * - ---------------------------------------------------------------------------------- David Paul Redhead 782 * 782 0 * - ---------------------------------------------------------------------------------- Lucette Redhead 782 * 782 0 * - ---------------------------------------------------------------------------------- Helen Robinson 782 * 782 0 * - ---------------------------------------------------------------------------------- Paul Robinson 782 * 782 0 * - ---------------------------------------------------------------------------------- Dawn Scholes 782 * 782 0 * - ---------------------------------------------------------------------------------- Raymond Scholes 782 * 782 0 * - ---------------------------------------------------------------------------------- Christopher N. Shaw 782 * 782 0 * - ---------------------------------------------------------------------------------- Jason de B Sherwill 782 * 782 0 * - ---------------------------------------------------------------------------------- Maxine L. Sherwill 782 * 782 0 * - ---------------------------------------------------------------------------------- Graham Thoume 782 * 782 0 * - ---------------------------------------------------------------------------------- Karen Thoume 782 * 782 0 * - ---------------------------------------------------------------------------------- Barry Tough 782 * 782 0 * - ---------------------------------------------------------------------------------- Eileen R. Tough 782 * 782 0 * - ---------------------------------------------------------------------------------- Jonathon E. Turner 782 * 782 0 * - ---------------------------------------------------------------------------------- Suzanne D. M. Turner 782 * 782 0 * - ---------------------------------------------------------------------------------- David Walker 782 * 782 0 * - ---------------------------------------------------------------------------------- Richard J. Walker 782 * 782 0 * - ---------------------------------------------------------------------------------- Christine Wilson 782 * 782 0 * - ---------------------------------------------------------------------------------- Christopher John Murray 782 * 782 0 * - ---------------------------------------------------------------------------------- David R. Arch 782 * 782 0 * - ---------------------------------------------------------------------------------- Katherine Arch 782 * 782 0 * - ---------------------------------------------------------------------------------- Florence Parsons 782 * 782 0 * - ---------------------------------------------------------------------------------- Herbert Parsons 782 * 782 0 * - ---------------------------------------------------------------------------------- Davilynn O'Neill 782 * 782 0 * - ---------------------------------------------------------------------------------- Jan S. Hudson 782 * 782 0 * - ---------------------------------------------------------------------------------- Michelle Moore 782 * 782 0 * - ---------------------------------------------------------------------------------- John M. Lawrence 782 * 782 0 * - ---------------------------------------------------------------------------------- Lawrence John La Lone 782 * 782 0 * - ---------------------------------------------------------------------------------- Malvin Chimombe 782 * 782 0 * - ---------------------------------------------------------------------------------- Winston Walker 782 * 782 0 * - ----------------------------------------------------------------------------------
25
- ---------------------------------------------------------------------------------- Keesha Simone- Walker 782 * 782 0 * - ---------------------------------------------------------------------------------- John Hermans 782 * 782 0 * - ---------------------------------------------------------------------------------- Anderson Cumberbatch 782 * 782 0 * - ---------------------------------------------------------------------------------- Tanya Carey 782 * 782 0 * - ---------------------------------------------------------------------------------- Gregory D. Walker 782 * 782 0 * - ---------------------------------------------------------------------------------- Angus Graeme Taylor 782 * 782 0 * - ---------------------------------------------------------------------------------- Patricia Winter 782 * 782 0 * - ---------------------------------------------------------------------------------- Mathew Gallupe 782 * 782 0 * - ---------------------------------------------------------------------------------- Esther Odagaki 782 * 782 0 * - ---------------------------------------------------------------------------------- Michael Schultz 782 * 782 0 * - ---------------------------------------------------------------------------------- Sherry Anne Mitchell 782 * 782 0 * - ---------------------------------------------------------------------------------- Wilhelmina Hoeflich 782 * 782 0 * - ---------------------------------------------------------------------------------- Patrice T. Goldberg 782 * 782 0 * - ---------------------------------------------------------------------------------- Jo-Anne Van Draanen 782 * 782 0 * - ---------------------------------------------------------------------------------- Christiaan Hiesey 782 * 782 0 * - ---------------------------------------------------------------------------------- Mona Pauline Neufeld 782 * 782 0 * - ---------------------------------------------------------------------------------- Tracey Gilmore 782 * 782 0 * - ---------------------------------------------------------------------------------- Felicia Pedersen 782 * 782 0 * - ---------------------------------------------------------------------------------- Alexis Marie Edouard Andre 782 * 782 0 * - ---------------------------------------------------------------------------------- Naud Sabine 782 * 782 0 * - ---------------------------------------------------------------------------------- Robert Sandrin 782 * 782 0 * - ---------------------------------------------------------------------------------- Katrine Burnie 782 * 782 0 * - ---------------------------------------------------------------------------------- Neil Burnie 782 * 782 0 * - ---------------------------------------------------------------------------------- Laurence Fox 782 * 782 0 * - ---------------------------------------------------------------------------------- Kathryn Fox 782 * 782 0 * - ---------------------------------------------------------------------------------- Peter A. Murdoch-Muirhead 782 * 782 0 * - ---------------------------------------------------------------------------------- Justin Heath Carruthers 782 * 782 0 * - ---------------------------------------------------------------------------------- Karen Thompson 782 * 782 0 * - ---------------------------------------------------------------------------------- Irene Fondas 782 * 782 0 * - ---------------------------------------------------------------------------------- Evangelos Fondas 782 * 782 0 * - ---------------------------------------------------------------------------------- Nickolas Fondas 782 * 782 0 * - ---------------------------------------------------------------------------------- Rose Aline Fondas 782 * 782 0 * - ---------------------------------------------------------------------------------- Wendy Murdoch-Muirhead 782 * 782 0 * - ---------------------------------------------------------------------------------- Micelle Sakamato 782 * 782 0 * - ---------------------------------------------------------------------------------- Andrew Elder 782 * 782 0 * - ---------------------------------------------------------------------------------- Mark Hoeflich 782 * 782 0 * - ---------------------------------------------------------------------------------- Heather Findlay 782 * 782 0 * - ---------------------------------------------------------------------------------- George Findlay 782 * 782 0 * - ---------------------------------------------------------------------------------- Catherine MacFadyen 782 * 782 0 * - ---------------------------------------------------------------------------------- Wanda Parsons 782 * 782 0 * - ---------------------------------------------------------------------------------- Ken Priestman 782 * 782 0 * - ---------------------------------------------------------------------------------- Elizabeth M. Priestman 782 * 782 0 * - ---------------------------------------------------------------------------------- Valerie J. Payne 782 * 782 0 * - ---------------------------------------------------------------------------------- Carl Tafel 782 * 782 0 * - ---------------------------------------------------------------------------------- Nicole C. Sakmoto 782 * 782 0 * - ---------------------------------------------------------------------------------- Madeleine Czigler 782 * 782 0 * - ---------------------------------------------------------------------------------- Ruth Gardner 782 * 782 0 * - ---------------------------------------------------------------------------------- April Debruin 782 * 782 0 * - ---------------------------------------------------------------------------------- Pamela Taylor 782 * 782 0 * - ---------------------------------------------------------------------------------- Carolyn Kozole 782 * 782 0 * - ---------------------------------------------------------------------------------- Teresa Malott 782 * 782 0 * - ---------------------------------------------------------------------------------- Megan Sloan 782 * 782 0 * - ---------------------------------------------------------------------------------- Catherine A. Pyatt 782 * 782 0 * - ----------------------------------------------------------------------------------
26
- ---------------------------------------------------------------------------------- Nancy Grenier 782 * 782 0 * - ---------------------------------------------------------------------------------- Richard Winter 782 * 782 0 * - ---------------------------------------------------------------------------------- June Richardson 782 * 782 0 * - ---------------------------------------------------------------------------------- Vincent Carlucci 782 * 782 0 * - ---------------------------------------------------------------------------------- Janet V. Hebbes 782 * 782 0 * - ---------------------------------------------------------------------------------- Colleen S. Bleasdell 782 * 782 0 * - ---------------------------------------------------------------------------------- Victor George Kobina Dei 782 * 782 0 * - ---------------------------------------------------------------------------------- Elizabeth Roeder 782 * 782 0 * - ---------------------------------------------------------------------------------- Charles Ryan Corrigan 782 * 782 0 * - ---------------------------------------------------------------------------------- Teresa Misue Corrigan 782 * 782 0 * - ---------------------------------------------------------------------------------- Charles J. Corrigan 782 * 782 0 * - ---------------------------------------------------------------------------------- Diane L. Strype 782 * 782 0 * - ---------------------------------------------------------------------------------- Richard B. Strype 782 * 782 0 * - ---------------------------------------------------------------------------------- Brian D. Malott 782 * 782 0 * - ---------------------------------------------------------------------------------- Michael M. Malott 782 * 782 0 * - ---------------------------------------------------------------------------------- Erin Sloan 782 * 782 0 * - ---------------------------------------------------------------------------------- Tara Sloan 782 * 782 0 * - ---------------------------------------------------------------------------------- Nadica A. Sloan 782 * 782 0 * - ---------------------------------------------------------------------------------- Ron Millman 782 * 782 0 * - ---------------------------------------------------------------------------------- James W. Sloan 782 * 782 0 * - ---------------------------------------------------------------------------------- Toshiyuki Sakamoto 782 * 782 0 * - ---------------------------------------------------------------------------------- Steven John Clow 782 * 782 0 * - ---------------------------------------------------------------------------------- Jennifer Elizabeth Jean Pyatt 782 * 782 0 * - ---------------------------------------------------------------------------------- John B. R. Stoddart 782 * 782 0 * - ---------------------------------------------------------------------------------- Trudi Johnston 782 * 782 0 * - ---------------------------------------------------------------------------------- David Schultz 782 * 782 0 * - ---------------------------------------------------------------------------------- William Matthew Pyatt 782 * 782 0 * - ---------------------------------------------------------------------------------- Jackie Gardner 782 * 782 0 * - ---------------------------------------------------------------------------------- Yolanda Pandolfo 782 * 782 0 * - ---------------------------------------------------------------------------------- John Baker 782 * 782 0 * - ---------------------------------------------------------------------------------- John A. Macfadyen 782 * 782 0 * - ---------------------------------------------------------------------------------- Gloria June Taylor 782 * 782 0 * - ---------------------------------------------------------------------------------- Mohamad H. Khorshid 782 * 782 0 * - ---------------------------------------------------------------------------------- Sheila Brennan 782 * 782 0 * - ---------------------------------------------------------------------------------- Patricia Lurie 782 * 782 0 * - ---------------------------------------------------------------------------------- Peter Hartmuth 782 * 782 0 * - ---------------------------------------------------------------------------------- Joanne Hopper Houston 782 * 782 0 * - ---------------------------------------------------------------------------------- Garry M. Markham 782 * 782 0 * - ---------------------------------------------------------------------------------- Craig Steven Massey 782 * 782 0 * - ---------------------------------------------------------------------------------- Margaret Sandrin 782 * 782 0 * - ---------------------------------------------------------------------------------- Norman G. Long 782 * 782 0 * - ---------------------------------------------------------------------------------- Vanessa J. Cooper 782 * 782 0 * - ---------------------------------------------------------------------------------- Simon Michael Burroughs 782 * 782 0 * - ---------------------------------------------------------------------------------- Joyce Gawne 782 * 782 0 * - ---------------------------------------------------------------------------------- Allen Gawne 782 * 782 0 * - ---------------------------------------------------------------------------------- Scott A. Christian 782 * 782 0 * - ---------------------------------------------------------------------------------- Joanne C. Christian 782 * 782 0 * - ---------------------------------------------------------------------------------- William Darren Redford Horrox 782 * 782 0 * - ---------------------------------------------------------------------------------- Sarah Rachel Horrox 782 * 782 0 * - ---------------------------------------------------------------------------------- David Thomas Alderdice 782 * 782 0 * - ---------------------------------------------------------------------------------- Donna Cousins 782 * 782 0 * - ---------------------------------------------------------------------------------- Molloy Stuart 782 * 782 0 * - ---------------------------------------------------------------------------------- Una McBride 782 * 782 0 * - ----------------------------------------------------------------------------------
27
- ---------------------------------------------------------------------------------- Neil Dignam 782 * 782 0 * - ---------------------------------------------------------------------------------- Shea T. Richardson 782 * 782 0 * - ---------------------------------------------------------------------------------- William R Pyatt 782 * 782 0 * - ---------------------------------------------------------------------------------- Robert J. Kirkland 25,000 * 25,000 0 * - ---------------------------------------------------------------------------------- Namtor BVC LP 33,500 * 33,500 0 * - ---------------------------------------------------------------------------------- William Rosen 30,000 * 30,000 0 * - ---------------------------------------------------------------------------------- Luciano Bruno 7,000 * 7,000 0 * - ---------------------------------------------------------------------------------- Deborah Tekdogan 8,861 * 8,861 0 * - ---------------------------------------------------------------------------------- Matthew Hayden 25,000 * 25,000 0 * - ---------------------------------------------------------------------------------- Mary Beth Shea 25,000 * 25,000 0 * - ---------------------------------------------------------------------------------- Stephen S. Taylor, Jr. - Roth IRA 100,000 1.43% 100,000 0 * - ---------------------------------------------------------------------------------- Stephen S. Taylor, Jr. 100,000 1.43% 100,000 0 * - ---------------------------------------------------------------------------------- Heller Capital Investments, LLC 66,500 * 66,500 0 * - ---------------------------------------------------------------------------------- David Ofman 26,667 * 26,667 0 * - ---------------------------------------------------------------------------------- Stephen S. Taylor 14,000 * 14,000 0 * - ---------------------------------------------------------------------------------- David S. Nagelberg CGM IRA 83,500 1.19% 83,500 0 * - ---------------------------------------------------------------------------------- Gilford Energy, Inc. 33,334 * 33,334 0 * - ---------------------------------------------------------------------------------- GT Investments, LLC 17,722 * 17,722 0 * - ---------------------------------------------------------------------------------- Thomas Nolan 17,722 * 17,722 0 * - ---------------------------------------------------------------------------------- Merry Carnell 25,000 * 25,000 0 * - ---------------------------------------------------------------------------------- David Spinney 83,334 1.19% 83,334 0 * - ---------------------------------------------------------------------------------- Ralph Steffen 8,867 * 8,867 0 * - ---------------------------------------------------------------------------------- Robert Stendel 5,000 * 5,000 0 * - ---------------------------------------------------------------------------------- John Hartford 6,000 * 6,000 0 * - ---------------------------------------------------------------------------------- Centaur Value Fund, LP 173,334 2.48% 173,334 0 * - ---------------------------------------------------------------------------------- United Centuar Master Fund 160,000 2.28% 160,000 0 * - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- TOTALS 1,437,407 1,437,407 - ----------------------------------------------------------------------------------
* Less than 1%. # Based upon 7,003,033 ordinary shares outstanding as of April 23, 2008. 28 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS We acquired Aegean Earth S.A. pursuant to an Acquisition Agreement dated as of February 29, 2008 by and among us, Aegean Earth S.A., and Joseph Clancy and Konstantinos Polites. At the time of the acquisition, Mr. Clancy was a controlling shareholder and a Manager of Aegean Earth S.A. and pursuant to the terms of the acquisition agreement, Mr. Clancy received 250,000 ordinary shares in exchange for his capital stock of Aegean Earth S.A. In April 2008, Mr. Clancy transferred 83,333 ordinary shares to PrimeLife Holdings, Ltd. Mr. Clancy is one of our directors and he is also the Manager of Aegean Earth S.A. Access America Fund ("AAF") previously agreed to make loans to us up to $500,000. In November 2007, AAF loaned us $300,000, which are evidenced by promissory notes issued by us to AAF. We used the loans to provide working capital to Aegean Earth S.A. prior to the acquisition. The notes bear interest at the rate of 6% per annum, are payable on demand, and may be converted at any time and from time to time by the holder into an aggregate of approximately 2,500,000 ordinary shares. On April 21, 2008, these Notes were converted into 2,500,000 ordinary shares of the Company. Access America Investments LLC ("AAI") is the general manager of AAF. Mr. Frank DeLape, our Executive Chairman and a director is the Chairman of AAI and he is also the Chairman of Benchmark Equity Group which owns 41.7% of AAI. Joseph Rozelle, who was our Chief Financial Officer and a director at the time the loans were made is the Chief Financial Officer of AAI. 29 DESCRIPTION OF SECURITIES Overview We are authorized to issue 78,125,000 ordinary shares, $0.00064 par value per share and 20,000,000 "blank check" preference shares, $0.00064 par value per share ("Preference Shares"). We have designated 5,000,000 shares of our Preference Shares as Series A Preference Shares. In December 2007, we amended our Memorandum and Articles of Association to effect a share split to increase our authorized share capital. As a result of the share split, our authorized share capital was increased from 50,000,000 ordinary shares and 1,000,000 Preference Shares to 78,125,000 ordinary shares and 20,000,000 Preference Shares. In addition, as a result of the split, our outstanding ordinary shares increased from 1,281,500 ordinary shares immediately prior to the share split to 2,002,691 ordinary shares immediately after the share split. We did not have any Preference Shares outstanding at the time of the share split. As of April 23, 2008, we had 7,003,033 ordinary shares issued and outstanding and 2,000,342 Series A Preference Shares issued and outstanding. Ordinary Shares Holders of our ordinary shares are entitled to one (1) vote for each ordinary share held at all meetings of shareholders (and written actions in lieu of meetings). Dividends may be declared and paid on our ordinary shares from funds lawfully available therefore as, if and when determined by our board of directors and subject to any preferential rights of any then outstanding Preference Shares. We currently do not intend to pay cash dividends on our ordinary shares. Upon the voluntary or involuntary liquidation, sale, merger, consolidation, dissolution or winding up of our company, holders of ordinary shares will be entitled to receive all of our assets available for distribution to shareholders, subject to any preferential rights of any then outstanding Preference Shares. Our ordinary shares are not redeemable. Preference Shares Our board of directors is authorized to issue from time to time, subject to any limitation prescribed by law, without further shareholder approval, up to 20 million Preference Shares in one or more series. Preference shares will have such designations, preferences, voting powers, qualifications and special or relative rights or privileges as determined by our Board, which may include, among others, dividend rights, voting rights, redemption and sinking fund provisions, liquidation preferences, conversion rights and preemptive rights. Series A Preference Shares We have designated 5 million of our Preference Shares as Series A Preference Shares. The Series A Preference Shares rank senior as to the payment of dividends and in liquidation to the ordinary shares. The Series A Preference Shares have a stated value of $3.00 per share, which is subject to adjustment (the "Stated Value"). The Series A Preference Shares have the right to vote only with respect to matters relating to amendments of any of the preferences, rights or limitations of the Series A Preference Share or the issuance by the Company of Preference Shares having rights equal to and/or superior to the Series A Preference Shares. Each Series A Preference Share may be redeemed by us at our sole option at any time and from time to time commencing six months after the date of issuance (the "Redemption Date") at a redemption price equal to the sum of (i) the Stated Value, and (ii) all accrued but unpaid dividends thereon. Unredeemed Series A Preference Shares are eligible to be converted into ordinary shares (the "Conversion Shares") at the then applicable Conversion Ratio (as defined below) thirty months after the date of issuance. Each Series A Preference Share is convertible into six (6) ordinary shares (the "Conversion Ratio"), with each date of conversion being referred to as the "Conversion Date". Upon conversion, all accrued and unpaid (undeclared) dividends on the Series A Preference Shares through the Conversion Date shall be paid in additional ordinary shares as if such dividends had been paid in additional shares of Series A Preference Shares rounded up to the nearest whole number, and then automatically converted into additional ordinary shares at the then applicable Conversion Ratio. The Conversion Ratio is subject to adjustment in the event of share splits, share dividends, combinations, reclassifications and the like and to weighted average anti-dilution protection for sales of ordinary shares at a purchase price below $0.50 per share. 30 Each Series A Preference Share accrues dividends at the rate of six (6%) percent per annum of the Stated Value ($0.18 per share per annum) and is payable on the Redemption Date. Dividends payable will be prorated from the date each Series A Preference Share was issued based on the number of days each such Series A Preference Share was outstanding. Dividends on the Series A Preference Shares are cumulative. No dividends or other distributions may be paid or otherwise made with respect to the ordinary shares and no ordinary shares may be repurchased by the Company during any fiscal year of the Company until dividends on the Series A Preference Shares have been declared, paid or set apart during that fiscal year. In addition, the Company reserves the right to declare and pay optional dividends to the holders of Series A Preference Shares in such amounts, form (securities and/or cash) and at such time as determined by the Company' s Board of Directors. The Series A Preference Shares have a liquidation preference over the ordinary shares equal to the then stated value, plus all accrued but unpaid dividends. Anti-Dilution Protection Holders of our Series A Preference Shares have certain anti- dilution protections, pursuant to which, the price at which they may convert their Series A Preference Shares shall be adjusted in the event we: (i) effect a forward or reverse split of our ordinary shares; (ii) declare a dividend on our ordinary shares payable in additional ordinary shares or securities other than ordinary shares; (iii) reclassify or recapitalize our ordinary shares; (iv) merger or consolidate with another corporation; and (v) sell additional ordinary shares, subject to limitations, at a price below the then current conversion price of the Series A Preference Shares. In the event we take an action that triggers the anti-dilution protection, in addition to adjusting the conversion price then in effect, we shall also make a corresponding proportionate adjustment to the number of ordinary shares issuable upon conversion of each Series A Preference Share. Registration Rights In connection with our private offering of units of Series A Preference Shares and ordinary shares, we granted to the purchasers thereof "piggy-back" registration rights. As long as no less than 30% of the ordinary shares included in the units remain issued and outstanding, and provided that such ordinary shares have not previously been registered for re-sale or are eligible for sale pursuant to Rule 144, the holders of such ordinary shares have the right to have such ordinary shares included in a registration statement that we file under the Securities Act. Listing Our ordinary shares are not listed on any securities exchange and are not quoted on any over-the-counter market. Limitation of Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Our Articles of Association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own fraud or dishonesty. 31 Securities Eligible for Future Sale We have 7,003,033 ordinary shares outstanding. Of these shares, the 1,437,407 shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 5,565,626 shares are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering. Rule 144 is unavailable for the resale of restricted securities initially issued by a "blank- check" or "shell" company, both before and after an initial business combination, despite technical compliance with the requirements of Rule 144. Accordingly, such restricted securities will not be eligible for resale under Rule 144 until one year after we have filed Form 10 information with the SEC reflecting that we are no longer a "blank-check" or "shell" company. Sales under Rule 144 are also limited based on the availability of current public information about us, and, in the case of sales by affiliates, by manner of sale provisions, volume limitations and notice requirements. PLAN OF DISTRIBUTION No market currently exists for our ordinary shares. The selling shareholders and any of their pledges, assignees and successors-in-interest may, from time to time, sell any or all of their ordinary shares covered by this prospectus in private transactions at a price of $3.00 per share. If our shares are quoted on the Over-the-Counter Bulletin Board, or become listed on any other exchange, the selling shareholders may sell any or all of their shares at prevailing market prices or privately negotiated prices. The selling shareholders may use any one or more of the following methods when selling ordinary shares: * ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; * block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; * purchases by a broker-dealer as principal and resale by the broker-dealer for its account; * an exchange distribution in accordance with the rules of the applicable exchange; * privately negotiated transactions; * settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part; * broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; * through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; * a combination of any such methods of sale; or * any other method permitted pursuant to applicable law. The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Broker-dealers engaged by the selling shareholders may arrange for other brokers/dealers to participate in sales. Broker- dealers may receive commissions from the selling shareholders (or, if any broker/dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling shareholders do not expect these commissions to exceed what is customary in the types of transactions involved. 32 The selling shareholders may from time to time pledge or grant a security interest in some or all of the ordinary shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders and any underwriters, broker- dealers or agents that participate in the sale of the ordinary shares may be deemed "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, any discounts, commissions, concessions or profit they earn on any resale of the shares may be deemed to be underwriting discounts and commissions under the Securities Act. Selling shareholders who are deemed underwriters within the meaning of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. The selling shareholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any persons to distribute the ordinary shares. In order to comply with the securities laws of some states, if applicable, the ordinary shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the ordinary shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with. Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the ordinary shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of ordinary shares by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale. LEGAL MATTERS The validity of our ordinary shares being offered by this prospectus are being passed upon for us by Stuarts Walker Hersant Attorneys-at-Law. EXPERTS The financial statements of the Company included in the prospectus have been audited by PMB Helin Donovan LLP and the financial statements of Aegean Earth S.A. included in the prospectus have been audited by Baker Tilly Hellas AE, each an independent registered public accounting firm, to the extent and for the periods set forth in their respective reports appearing elsewhere herein and are included in reliance upon such reports given upon the authority of said firms as experts in auditing and accounting. WHERE YOU CAN FIND MORE INFORMATION We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and we file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy the reports, proxy statements and other information that we file at the Securities and Exchange Commission's ("SEC") Public Reference Room at 100 F Street NE, Washington, D.C. 20549 at prescribed rates. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC- 0330. Our filings are also available free of charge at the SEC's website at http://www.sec.gov. 33 We filed with the SEC a registration statement on Form S- 1under the Securities Act for the ordinary to be sold in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedules that were filed with the registration statement. For further information with respect to the ordinary shares and us, we refer you to the registration statement and the exhibits and schedules that were filed with the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the public reference facilities maintained by the SEC, 100 F Street, NE, Washington, DC 20549. Copies of all or any part of the registration statement may be obtained from the SEC upon payment of the prescribed fee. Information regarding the operation of the public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. Our filings are also available free of charge at the SEC's website at http://www.sec.gov. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our Articles of Association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own fraud or dishonesty. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. 34 Index to Financial Statements Aegean Earth and Marine Corporation (formerly Tiger Growth Corporation) Audited Financial Statements Report of Independent Registered Public Accounting Firm..............F-2 Balance Sheets as of December 31, 2007 and 2006......................F-3 Statements of Operations for the year ended December 31, 2007, the period March 10, 2006 (date of inception) through December 31, 2006 and the cumulative period March 10, 2006 (date of inception) through December 31, 2007...............................F-4 Statement of Shareholders' Equity (Deficit) for the year ended December 31, 2007, the period March 10, 2006 (date of inception) through December 31, 2006 and the cumulative period March 10, 2006 (date of inception) through December 31, 2007.................F-5 Statements of Cash Flows for the year ended December 31, 2007 and the period March 10, 2006 (date of inception) through December 31, 2006 and the cumulative period March 10, 2006 (date of inception) through December 31, 2007......................F-6 Notes to Financial Statements........................................F-7 Aegean Earth S.A. Audited Financial Statements Report of Independent Registered Public Accounting Firm..............F-11 Balance Sheet as of December 31, 2007................................F-12 Statement of Operations for the period July 12, 2007 (date of inception) through December 31, 2007.................................F-13 Statement of Shareholders' Equity for the period July 12, 2007 (date of inception) through December 31, 2007........................F-14 Statement of Cash Flows for the period July 12, 2007 (date of inception) through December 31, 2007.................................F-15 Notes to Financial Statements........................................F-16 Pro forma information for the Company reflecting the acquisition of Aegean Earth S.A, has not been provided because, historically the Company has had no operations and, therefore, a pro forma presentation of the Company's financial information would for the most part be a presentation of Aegean Earth S.A.'s financial statements. Further, the Company believes that given the limited operating history of Aegean Earth S.A. and the Company's lack of operations prior to its acquisition, a pro-forma presentation of the Company's financial statements would provide little information to investors and could potentially be misleading. F-1 Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders Aegean Earth and Marine Corporation (formerly Tiger Growth Corporation): We have audited the accompanying balance sheets of Aegean Earth and Marine Corporation (the "Company" - formerly Tiger Growth Corporation) (a development stage company) as of December 31, 2007 and 2006, and the related statements of operations, shareholders' equity (deficit), and cash flows for the year ended December 31, 2007, the period from inception (March 10, 2006) through December 31, 2006, and the cumulative period from inception (March 10, 2006) through December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aegean Earth and Marine Corporation as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the year ended December 31, 2007, the period from inception (March 10, 2006) through December 31, 2006, and the cumulative period from inception (March 10, 2006) through December 31, 2007, in conformity with generally accepted accounting principles in the United States of America. As discussed in note 11 to the financial statements, the Company acquired Aegean Earth, S.A. (a Greek Company) in 2008 and raised approximately $6.0 million in a private placement transaction in 2008. The accumulated deficit during the development stage for the period from date of inception through December 31, 2007 is $123,280. PMB Helin Donovan, LLP /s/ PMB Helin Donovan, LLP - -------------------------- April 16, 2008, except as to Note 11 as to which the date is April 21, 2008 Houston, Texas F-2 Aegean Earth and Marine Corporation (formerly Tiger Growth Corporation (A Development Stage Company) Balance Sheets
December 31, December 31, 2007 2006 ----------- ----------- ASSETS CURRENT ASSETS Cash and cash equivalents $ 152,789 $ 35,972 Short-term notes receivable - affiliate 85,025 -- Interest receivable 111 -- ----------- ----------- Total assets $ 237,925 $ 35,972 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Payable to affiliate $ 6,497 $ 6,754 Accounts payable 4,448 7,730 Interest payable 2,910 -- Short-term note payable - affiliate 300,000 -- ----------- ----------- Total current liabilities 313,855 14,484 ----------- ----------- Commitments and Contingencies (Note 10) -- -- ----------- ----------- SHAREHOLDERS' EQUITY (DEFICIT) Preference shares, $0.00064 par value, 20,000,000 shares authorized, none issued and outstanding -- -- Ordinary shares, $.000064 par value; 78,125,000 shares authorized; 2,002,691 issued and outstanding as of December 31, 2007 and 2006 1,282 1,282 Additional paid in capital 46,068 46,068 Deficit accumulated during development stage (123,280) (25,862) ----------- ----------- Total shareholders' equity (deficit) (75,930) 21,488 ----------- ----------- Total liabilities and shareholders' equity (deficit) $ 237,925 $ 35,972 =========== ===========
The accompanying notes are an integral part of these financial statements. F-3 Aegean Earth and Marine Corporation (formerly Tiger Growth Corporation) (A Development Stage Company) Statements of Operations
Period of inception Cumulative During (March 10, 2006) Development Stage Year Ended through December (March 10, 2006 to December 31, 2007 31, 2006 December 31, 2007) ----------------- ------------------- ------------------ Revenues $ -- $ -- $ -- ----------------- ------------------- ------------------ Expenses Formation, general and administrative expenses 94,135 26,374 120,509 ----------------- ------------------- ------------------ Total operating expenses 94,135 26,374 120,509 ----------------- ------------------- ------------------ Operating loss (94,135) (26,374) (120,509) ----------------- ------------------- ------------------ Other income (expense) Interest, dividend and other income (expense) (3,283) 512 (2,771) ----------------- ------------------- ------------------ Total other income (expense) (3,283) 512 (2,771) ----------------- ------------------- ------------------ Net loss $ (97,418) (25,862) $ (123,280) ================= ================== ================== Basic and diluted loss per share $ (0.05) $ (0.01) ================= ================== Weighted average ordinary shares outstanding - basic and diluted 2,002,691 1,917,766 ================= ==================
The accompanying notes are an integral part of these financial statements. F-4 Aegean Earth and Marine Corporation (formerly Tiger Growth Corporation) (A Development Stage Company) Statement of Shareholders' Equity (Deficit) For the period from March 10, 2006 (Date of Inception) to December 31, 2007
Deficit Accumulated Additional during the Preferred Stock Common Stock Paid In Development Shares Amount Shares Amount Capital Stage Totals -------- ---------- ---------- ---------- ------------ ----------- ------------ Founder shares issued on April 10, 2006 - $ - 1,640,625 $ 1,050 $ - $ - $ 1,050 Shares issued during 2006 at $0.1279 per share - - 362,066 232 46,068 - 46,300 Net loss - - - - - (25,862) (25,862) -------- ---------- ---------- ---------- ------------ ----------- ------------ Balance as of December 31, 2006 - - 2,002,691 1,282 46,068 (25,862) 21,488 Net loss - - - - - (97,418) (97,418) -------- ---------- ---------- ---------- ------------ ----------- ------------ Balance as of December 31, 2007 - $ - 2,002,691 $ 1,282 $ 46,068 $ (123,280) $ (75,930) ======== ========== ========== ========== ============ =========== ============
The accompanying notes are an integral part of these financial statements. F-5 Aegean Earth and Marine Corporation (formerly Tiger Growth Corporation) (A Development Stage Company) Statements of Cash Flows
Cumulative During From Inception (March Development Stage Year Ended 10, 2006) through (March 10, 2006 to December 31, 2007 December 31, 2006 December 31, 2007) ----------------- ----------------- ----------------- Cash flows from operating activities Net loss $ (97,418) $ (25,862) $ (123,280) Adjustments to reconcile net loss to cash used in operating activities: Shares issued to Founder for payment of formation costs -- 1,050 1,050 Changes in operating assets and liabilities Interest payable 2,910 2,910 Interest receivable (111) (111) Payable to affiliate (257) 6,754 6,497 Accounts payable (3,282) 7,730 4,448 ----------------- ----------------- ----------------- Net cash used in operating activities (98,158) (10,328) (108,486) ----------------- ----------------- ----------------- Cash flows from investing activities Notes receivable-affiliate (85,025) -- (85,025) ----------------- ----------------- ----------------- Net cash used in investing activities (85,025) -- (85,025) ----------------- ----------------- ----------------- Cash flows from financing activities Proceeds from issuance of ordinary shares -- 46,300 46,300 Proceeds from note payable-affiliate 300,000 -- 300,000 ----------------- ----------------- ----------------- Net cash provided by financing activities 300,000 46,300 346,300 ----------------- ----------------- ----------------- Net increase in cash and cash equivalents 116,817 35,972 152,789 ----------------- ----------------- ----------------- Cash and cash equivalents at beginning of the period 35,972 -- -- ----------------- ----------------- ----------------- Cash and cash equivalents at end of the period $ 152,789 $ 35,972 $ 152,789 ================= ================= ================= Supplemental disclosures of cash flow information: Interest paid $ - $ - $ - ================= ================= ================= Income taxes paid $ - $ - $ - ================== ================= =================
The accompanying notes are an integral part of these financial statements. F-6 NOTES TO FINANCIAL STATEMENTS December 31, 2007 NOTE 1 - Organization, Business and Operations On March 10, 2006, Aegean Earth and Marine Corporation and Subsidiaries, formerly Tiger Growth Corporation (the "Company"), was formed in the Cayman Islands with the objective to acquire, or merge with, a foreign operating business. At December 31, 2007, the Company had not yet commenced operations. Expenses incurred from inception through December 31, 2007 relate to the Company's formation and general and administrative activities to prepare for a potential acquisition. The Company selected December 31 as its fiscal year-end. The Company, based on its proposed business activities, was a "blank check" company as of December 31, 2007. The Securities and Exchange Commission defines such a company as "a development stage company" as it either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued `penny stock,' as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination with an operating entity. On February 29, 2008, the Company acquired Aegean Earth, S.A. for 500,000 ordinary shares of the Company. (See Note 11 - Subsequent Events). NOTE 2 - Summary of Significant Accounting Policies Basis of Presentation These financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United State of America, whereby revenues are recognized in the period earned and expenses when incurred. The Company also follows Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting for Development Stage Enterprises" in preparing its financial statements. Statement of Cash Flows For purposes of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Loss Per Ordinary Share Basic loss per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares used in the basic loss per share calculation plus the number of ordinary shares that F-7 would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive. At December 31, 2007, there were 2,500,000 potentially dilutive ordinary shares outstanding based on the potential conversion of the note payable (See Note 6). On January 8, 2008, the Company divided and increased the authorized ordinary share capital of the Company from 50,000,000 Ordinary Shares of $0.001 par value each to 78,125,000 Ordinary Shares of 0.00064 par value each by the division (split) of 50,000,000 Ordinary Shares of US$0.001 par value each into 78,125,000 Ordinary Shares of US$0.00064 par value each. This resulted in every shareholder as of January 8, 2008 receiving 100 Ordinary shares for every 64 Ordinary shares previously held. This was treated as a stock split for U.S. GAAP purposes, and all share and per share data is presented as if the division took place as of the date of inception, March 10, 2006. On January 8, 2008, the Company also divided and increased the authorized preference share capital of the Company from 1,000,000 Preference Shares of $0.001 par value each to 20,000,000 Preference Shares of $0.00064 par value by the division of 1,000,000 Preference Shares of US$0.001 par value each into 1,562,500 Preference Shares of US$0.00064 par value each, and the authorization of an additional 18,437,500 Preference Shares with a par value of US$0.00064 each. Income Taxes Aegean Earth and Marine Corporation was registered as an Exempted Company in the Cayman Islands, and therefore, is not subject to Cayman Island income taxes for 20 years from the Date of Inception. While the Company has no intention of conducting any business activities in the United States, the Company would be subject to United States income taxes based on such activities that would occur in the United States. The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." This statement prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the realization of deferred tax assets, management considers whether it is likely that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible. Fair Value of Financial Instruments The Company's financial instruments consist of cash and cash equivalents, a note receivable from an affiliate, payables to an affiliate, and a note payable to an affiliate. The fair value of cash and cash equivalents approximates the recorded amounts because of the liquidity and short-term nature of these items. The fair value of the note receivable, and payable to an affiliate, and note payable approximate the recorded amounts. Recently Issued Accounting Pronouncements In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business Combinations - Revised 2007. SFAS 141 R provides guidance on improving the relevance, representational faithfulness, and comparability of information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141R applies to business combinations where the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. Management is evaluating what effect the adoption of this pronouncement will have on its future financial statements, if any. In December 2007, the FASB also issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, which establishes accounting and reporting standards to improve the relevance, comparability, and transparency of financial information in its consolidated financial statements that include an outstanding noncontrolling interest in one or more subsidiaries. SFAS 160 is effective for fiscal years, and the interim periods within those fiscal years, beginning on or F-8 after December 15, 2008. Management of the Company does not expect the adoption of this pronouncement to have a material impact on its consolidated financial statements. NOTE 3 - Liquidity and Capital Resources The Company has no revenues for the period from inception through December 31, 2007. On February 29, 2008, simultaneously with the acquisition of Aegean Earth S.A. for 500,000 Ordinary Shares, the Company raised $5.7 million in a private placement for a potential acquisition and for the operations of the Company. (See Note 11 - Subsequent Events). The Company believes that this will be sufficient for the next 12 months to achieve its business objectives. There can be no assurances that the Company will ever consummate another business combination; achieve or sustain profitability or positive cash flows from its operations, reduce expenses or sell additional ordinary shares. NOTE 4 - Note Receivable - Affiliate In December 2007, the Company entered into two notes receivable with Aegean Earth, S.A., a Greek Company, for $85,025. These notes bear interest at the rate of 6% per year and are payable on demand. These notes were written primarily to provide working capital to Aegean Earth S.A. prior to a contemplated acquisition of Aegean Earth S.A. and funding from additional investors. In February 29, 2008, the Company acquired all of the outstanding shares of Aegean Earth S.A. (See Note 11 - Subsequent Events). NOTE 5 - Payable to Affiliate and Accounts Payable The Company has a payable to affiliate of $6,497 to a Founder of the Company. The payable is non-interest bearing and payable on demand. The Company also has accounts payable related to the formation of the Company and general and administrative expenses for $4,448. NOTE 6 - Note Payable - Affiliate In November 2007, the Company entered into a Note Payable with Access America Fund, LP for $300,000 at an annual interest rate of 6%, payable on demand. To date, no demand has been made for the payment of these notes. These notes are convertible at the option of the holder at any time for 2,500,000 ordinary shares of the Company. Access America Fund, LP holds the majority of the shares in the Company. NOTE 7 - Other Related Party Transactions In November 2007, the Company reimbursed Access America Investments, LLC ("AAI") for $84,980 in due diligence related expenses that were incurred by AAI on behalf of the Company relating to the potential acquisition of Aegean Earth, S.A. (See Note 11 - Subsequent Events). NOTE 8 - Ordinary Shares On April 10, 2006, the Company was capitalized with 1,640,625 shares of its restricted ordinary shares issued at par value of $0.00064 per share, for consideration of $1,050 to its founding shareholders. These shares, along with a payable issued to the founder of $5,548, were the basis of the funding of the Company's $6,598 in formation costs. On May 31, 2006, the Company sold 277,610 shares of its restricted ordinary shares for $35,500. The restricted ordinary shares were sold to 355 offshore private investors pursuant to a Private Placement Offering in lots of 782 shares each at $0.1279 per share. On July 18, 2006, the Company sold an additional 84,456 shares of its restricted ordinary shares for $10,800. The restricted ordinary shares were sold to 108 offshore private investors pursuant to a Private Placement Offering in lots of 782 shares each at $0.1279 per share. No underwriting discounts or commissions were paid with respect to such sales. NOTE 9 - Preference Shares On December 31, 2007, the Company was authorized to issue 1,562,500 shares of preference shares with such designations, voting and other rights and preferences as may be determined F-9 from time to time by the Board of Directors. At December 31, 2007, there were no preference shares issued or outstanding. In January 2008, the Company increased the number of authorized preference shares to 20 million, and designated 5,000,000 as Series A Preference Shares (See Note 11 - Subsequent Events). NOTE 10 - Commitments and Contingencies The Company may become subject to various claims and litigation. The Company vigorously defends its legal position when these matters arise. The Company is not a party to, nor the subject of, any material pending legal proceeding nor to the knowledge of the Company, are any such legal proceedings threatened against the Company. NOTE 11 - Subsequent Events On January 8, 2008, the Company amended its Articles of Association to increase its authorized share capital from 50,000,000 Ordinary Shares and 1,000,000 Preference Shares to 78,125,000 Ordinary Shares and 20,000,000 Preference Shares. In addition, our issued and outstanding Ordinary Shares increased from 1,281,500 Ordinary Shares immediately prior to the stock split to 2,002,691 Ordinary Shares immediately after the stock split. All share and per share data give effect to this split applied retroactively as if it occurred at the date of inception. The Company also changed its corporate name in January 2008 to Aegean Earth and Marine Corporation in anticipation of a proposed transaction. On January 15, 2008, the Company designated 5 million of our Preference Shares as Series A Preference Shares. The Series A Preference Shares shall rank senior as to the payment of dividends and in liquidation as to the Ordinary Shares. The Series A Preference Shares have a stated value of $3.00 per share, which is subject to adjustment (the "Stated Value"). The Series A Preference Shares have the right to vote only with respect to matters relating to amendments of any of the preferences, rights or limitations of the Series A Preference Share or the issuance by the Company of Preference Shares having rights equal to and/or superior to the Series A Preference Shares. On February 29, 2008, the Company acquired all of the outstanding capital stock of Aegean Earth, S.A., a company organized under the laws of Greece ("Aegean Earth"), from Joseph Clancy and Konstantinos Polites, the sole shareholders of Aegean Earth (the "Aegean Earth Shareholders") pursuant to an Acquisition Agreement dated as of February 29, 2008 for 500,000 of the Company's ordinary shares. Effective at the closing of the Acquisition (the "Acquisition Closing") (i) Aegean Earth became a wholly-owned subsidiary of the Company. The focus of Aegean Earth S.A. is to participate in the construction and development business for, among other projects, the direct contracting or joint venturing in the construction and development of real estate projects, roads, utility structures, commercial buildings, and other related facilities. Based on a prior transaction involving the sale of the Company's ordinary shares, the Company values the purchase at $50,000. The Company has not yet finalized its purchase price allocation of this transaction. Simultaneously with the Acquisition Closing, the Company in a private offering made solely to accredited investors sold 1,908,675 ordinary shares and 1,908,675 Series A Preference Shares for aggregate gross proceeds of approximately $5,726,025. On April 8, 2008 the Company sold an additional 91,667 Ordinary Shares and 91,667 Series A Preference Shares for aggregate gross proceeds of approximately $275,001. On April 21, 2008, the note payable of $300,000 due to Access America Fund, LP (See Note 6 - Note Payable - Affiliate) plus accrued interest was converted to 2,500,000 ordinary shares of the Company. F-10 AEGEAN EARTH S.A. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We have audited the accompanying balance sheet of Aegean Earth S.A. (the Company) (a development stage company) as of December 31, 2007, and the related statements of operations, shareholders' equity, and cash flows for the period from inception (July 12, 2007) through December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aegean Earth S.A. as of December 31, 2007, and the results of its operations and its cash flows for the period from inception (July 12, 2007) through December 31, 2007, in conformity with generally accepted accounting principles in the United States of America. The accumulated deficit during the development stage for the period from date of inception through December 31, 2007 is $122,670. Athens, March 13, 2008 /s/ BAKER TILLY HELLAS AE --------------------------- BAKER TILLY HELLAS AE F-11 AEGEAN EARTH S.A. BALANCE SHEETS (Audited) December 31, 2007 ------------------ ASSETS CURRENT ASSETS Cash And Cash Equivalents $ 90,901 Other Receivables 4,456 ------------------ Total Assets $ 95,357 ================== LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short Term Loans (Note 4) $ 85,181 Tax Liabilities 2,197 Other Creditors (Note 4) 45,460 Deferred Income & Accruals 1,899 ------------------ Total Current Liabilities 134,737 ------------------ Commitments and Contingencies - ------------------ SHAREHOLDERS' EQUITY Common Stock Issued At Par (Ordinary shares, [Euro]10 par value; 6000 shares authorized and issued) (Note 5) 82,728 Additional Paid-In Capital - Retained Earnings (Accumulated Deficit) (122,670) Currency Translation Adjustment 562 ------------------ Total Shareholders' Equity (39,380) ------------------ Total Liabilities And Shareholders' Equity $ 95,357 ================== The accompanying notes are an integral part of these financial statements. F-12 AEGEAN EARTH S.A. STATEMENT OF OPERATIONS (Audited) Cumulative from Inception (July 12, 2007) to December 31, 2007 ----------------- Revenues $ - Expenses Formation & Other Costs (Note 5) 16,055 Professional Fees (Note 4) 105,659 Office and General Administration 127 Miscellaneous Expenses 673 ----------------- Total Operating Expenses 122,514 ----------------- Operating Loss (122,514) Other Expense Interest Expense 156 ----------------- Total Other Expense 156 ----------------- Net Loss $ (122,670) ================= Basic and Diluted Loss per Share $ (20.45) ================= Weighted Average Ordinary Shares Outstanding - Basic and Diluted 6,000 ================= The accompanying notes are an integral part of these financial statements. F-13 AEGEAN EARTH S.A. STATEMENT OF CHANGES IN SHAREHOLDER EQUITY FOR THE PERIOD FROM JULY 12, 2007 (DATE OF INCEPTION) TO DECEMBER 31, 2007 (Audited)
Additional Currency Preferred Stock Common Stock Paid In Deficit Translation Shares Amount Shares Amount Capital Accumulated Adjustment Totals -------- -------- -------- -------- ---------- ----------- ----------- --------- Founder Shares Issued on July 12, 2007 - $ - 6,000 $ 82,728 $ - $ - $ - $ 82,728 Net Loss for the Period - - - - - (122,670) - (122,670) Currency Translation Adjustment - - - - - - 562 562 -------- -------- -------- -------- ---------- ----------- ----------- --------- Balance as of December 31, 2007 - $ - 6,000 $ 82,728 $ - $ (122,670) $ 562 $ (39,380) ======== ======== ======== ======== ========== =========== =========== =========
The accompanying notes are an integral part of these financial statements. F-14 AEGEAN EARTH S.A. STATEMENT OF CASH FLOWS (Audited) Cumulative from Inception (July 12, 2007) to December 31, 2007 ----------------- Cash Flow from Operating Activities Net Loss $ (122,670) Adjustments to Reconcile Net Loss to Cash Used in Operating Activities Net (Increase)/Decrease in Working Capital 45,100 Other Adjustments (net) 562 ----------------- Net Cash Used in Operating Activities (77,008) ----------------- Cash Flows from Financing Activities Issuance of Company Stock 82,728 Increase in Borrowing 85,181 ----------------- Net Cash Provided by Financing Activities 167,909 ----------------- Net Increase in Cash 90,901 ----------------- Cash at the beginning of the period - Cash at the end of the period $ 90,901 ================= Supplemental Disclosures of Cash Flow Information: Interest Paid $ - ================= Income Taxes Paid $ - ================= The accompanying notes are an integral part of these financial statements. F-15 AEGEAN EARTH S.A. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2007 (Audited) Note 1 - Organization, Business and Operations On July 12, 2007, Aegean Earth S.A. (the "Company") was formed in the Hellenic Republic. The focus of the Company is on the construction and development business for the direct contracting or joint venturing with other contractors in the construction and development of real estate projects, roads, utility systems, habitable structures and other related facilities. The Company also intends to be active in oil and natural gas related construction. In addition to organic growth, the Company intends to attempt to acquire, via stock purchase or share exchange, interests in other companies that may be related to the construction sector. Since inception, the Company has been active establishing contracts in the Balkan states and in North Africa for the construction of multi family housing projects and oil and energy related pipeline and refining projects. These are currently in the early feasibility stages of development. The Company is also engaged in exploratory and informal business talks with construction companies in the Peloponnese area of Greece in the Ilias Prefecture for several construction projects ranging from reforestation to the construction of drainage and water flow diversions. At December 31, 2007, the Company had not yet achieved any revenues or earnings. All activity from July 12, 2007, ("Date of Inception") through December 31, 2007 relates to the Company's formation and efforts to secure contracts and generate new business. The Company selected December 31 as its fiscal year- end. The Company's principal business objective for the next 12 months and beyond will be to achieve short-term earnings and commence long-term growth potential through the completion of construction projects, acquisitions and investments in other companies. The Company will continue the analysis of new business opportunities, relevant to its core business, but without concern to any geographical restrictions. All efforts to grow externally through contractual undertakings or through further acquisitions will be undertaken by or under the supervision of the officers and directors of the Company. NOTE 2 - Summary of Significant Accounting Policies Basis of Presentation These financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America, whereby revenues are recognized in the period earned and expenses when incurred. The Company also follows Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting for Development State Enterprises" in preparing its financial statements. Foreign Currency Translations and Transactions The Company maintains its books and accounting records in European Union Euro ("EUR"), being the functional currency. EUR, the local currency of the Hellenic Republic (Greece), is the primary currency of the economic environment in which the operations of the Company are conducted. The EUR is therefore considered as the "functional currency" of the Company. The Company uses the "Current rate method" to translate its financial statements from EUR into U.S. Dollars, as required under the Statement of Financial Accounting Standard ("SFAS") No. 52, "Foreign Currency Translation" issued by the Financial Accounting Standard Board ("FASB"). The Company's assets and liabilities, except for the paid-up capital, are translated into U.S. Dollars using the rate of exchange prevailing at the balance sheet date. The paid-up capital is translated at the historical rate. Adjustments resulting from the translation of the Company's balance sheets from EUR into U.S. Dollars are recorded in shareholders' equity as part of accumulated comprehensive income. The statement of operations is translated at average rates during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are reflected in the statement of operations for the reporting periods. Statement of Cash Flows For purposes of the statement of cash flows, we consider all highly liquid investments (i.e., investments which, when purchased, have original maturities of three months or less) to be cash equivalents. F-16 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Loss per Ordinary Share Basic loss per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares used in the basic loss per share calculation plus the number of ordinary shares that would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is anti dilutive. At December 31, 2007, there were no potentially dilutive ordinary shares outstanding. Income Taxes Aegean Earth S.A. was registered as a Societe Anonyme (C Corporation) in the Hellenic Republic, and therefore, is subject to Greek income taxes commencing from the Date of Inception. The first tax year will end on December 31, 2008. The current corporate tax rate in Greece is 25%. The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." This statement prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. In assessing the realization of deferred tax assets, management considers whether it is likely that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible. Fair Value of Financial Instruments Our financial instruments consist of a short term loan from a foreign company. We believe the fair value of our payable reflects its carrying amount. Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements. NOTE 3 - Liquidity and Capital Resources The Company has no revenues for the period from inception through December 31, 2007. The Company will work toward generating revenues through both internally generated projects and acquiring other companies. There can be no assurance that the Company will ever consummate the business combinations; achieve or sustain profitability or positive cash flows from its operations, reduce expenses or sell ordinary shares. To date, the Company has funded its formation activities and general and administrative expenses primarily through issuance of its ordinary shares and short term financing through a revolving line of credit. NOTE 4 - Related Party Transactions The Company has a loan outstanding, as evidenced by a promissory note, of $85,180.67 to Aegean Earth and Marine Corporation, a Cayman Island Corporation formerly known as Tiger Growth Corporation. The entire outstanding amount is due and payable by the Company to the Lender, at any time, immediately upon demand by Lender, in writing. Interest accrues on the outstanding unpaid principal balances at the rate of Six (6%) per annum and is payable upon the Company's payment of the principal amounts outstanding with respect to the advances. Since the share exchange with Aegean Earth & Marine Corporation, this will be treated as an intercompany payable (See Note 7). F-18 The Company entered into a consulting agreement on July 30th, 2007 with Ergo Systems S.A. a U.S. Marshall Islands Corporation having as its representative in Greece Mr. Konstantinos Polites, a primary shareholder in the Company. Ergo Systems is advising the Company on the potential of any business combinations through direct investment by the Company and performs evaluation and feasibilities studies designed to determine potential future strategy for the activities of the Company in Greece and in other countries. The Company's accounts payable to Ergo Systems based on that agreement amounts to $39,952.79. All transactions with Ergo Systems were performed at arm's length, on normal commercial terms. The total cost of consulting and professional fees provided by Ergo Systems to the Company for the period of October 1st, 2007 to December 31, 2007 amounts to $82,750.79. NOTE 5 - Ordinary Shares On July 12, 2007, the Company was capitalized with 6,000 shares of its restricted ordinary nominal shares, issued at a par value of [Euro] 10 per share, for consideration of [Euro] 60,000 ($82,728) to its founding shareholders. These shares were the basis of the funding of the Company's $16,055.35 in formation costs. As of December 31 2007, Mr. Konstantinos Polites is the primary shareholder of Aegean Earth, holding 5,850 ordinary nominal shares (97.50%). Mr. Joseph Brandon Clancy holds 150 ordinary nominal shares (2.50%). Mssrs. Polites and Clancy are the National Representatives of Access America Investments, LLC for Greece and Cyprus. Access America Investments is the General Partner of Access America Fund (See Note 7). NOTE 6 - Commitments and Contingencies The Company, in the future, may possibly become subject to various claims and litigation. If so, the Company will vigorously defend its legal position should these matters arise. The Company is neither a party to, nor the subject of, any material pending legal proceeding nor, to the knowledge of the Company, are there any legal proceedings threatened against the Company. NOTE 7 - Subsequent Events On January 30, 2008 the Agreement between the Company and Ergo Systems S.A. was terminated. On February 29, 2008 the Company has identified and entered into a Memorandum of Understanding (the "Memorandum") with one potential acquisition candidate, a Greek construction company that is currently the subject of a bankruptcy proceeding under the laws of Greece. The proposed acquisition and the Memorandum are both subject to, among other conditions, the prior approval of the Greek courts. On February 22, 2008 Mr. Konstantinos Polites sold 2,850 of his shares to Mr. Joseph Brandon Clancy. After this transaction Mr. Polites and Mr. Clancy are holding 3,000 shares each. As of February 29, 2008 the Company exchanged all of its issued and outstanding shares with Aegean Earth & Marine Corporation and became a wholly owned subsidiary of Aegean Earth & Marine Corporation. The primary beneficial owner of Aegean Earth and Marine is Access America Fund, L.P ("AAF"). which holds 70,6% of ordinary shares, assuming conversion of bridge notes issued by Aegean Earth & Marine Corporation to AAF. Mr. Frank DeLape, chairman of the general partner of AAF, is also Chairman of Aegean Earth & Marine Corporation. F-18 AEGEAN EARTH AND MARINE CORPORATION ----------------------------------- 1,437,407 ORDINARY SHARES ____________________ PROSPECTUS ____________________ Dealer Prospectus Delivery Obligation Until _________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is set forth in this prospectus. This prospectus does not offer to sell or buy any shares in any jurisdiction where it is unlawful. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of these securities. Our business, financial condition, results of operation and prospects may have changed after the date of this prospectus. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following table sets forth an estimate of the costs and expenses payable by Aegean Earth and Marine Corporation. in connection with the offering described in this registration statement. All of the amounts shown are estimates except the Securities and Exchange Commission registration fee: Securities and Exchange Commission Registration Fee $ 170.00 - ----------------------------------------------------------------- Printing and Engraving Expenses 2,500.00 - ----------------------------------------------------------------- Accounting Fees and Expenses 15,000.00 - ----------------------------------------------------------------- Legal Fees and Expenses 50,000.00 - ----------------------------------------------------------------- Miscellaneous 2,500.00 - ----------------------------------------------------------------- Total $ 70,170.00 - ----------------------------------------------------------------- ITEM 14. INDEMNIFICATION OF OFFICERS AND DIRECTORS Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our officers and directors for any liability incurred in their capacities as such, except through their own willful negligence or default. The indemnification provisions described above provide coverage for claims arising under the Securities Act and the Exchange Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to our Articles of Incorporation, Bylaws, the Nevada Revised Statutes, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. II-1 ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES In connection with the Company's acquisition (the "Acquisition") of Aegean Earth S.A., in February 2008, the Company issued 500,000 ordinary shares to the Aegean Earth Shareholders in exchange for their Aegean Earth capital stock. The ordinary shares issued in the Acquisition were issued pursuant to the exemption from registration provided under Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. We made this determination based on the representations of the persons obtaining such securities which included, in pertinent part, that such persons were "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such persons were acquiring such securities for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution, and that each such persons understood such securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom. Simultaneous with the closing of the Acquisition, in February 2008, the Company sold in a private offering (the "February Offering") three thousand eight hundred and sixty five (3,865) Units at a purchase price of $1,500 per Unit for aggregate gross proceeds of approximately $5,797,500. Each Unit consisted of 500 ordinary shares (an aggregate of 1,932,500 Series A Preference Shares and 1,932,500 ordinary shares). In April 2008, the Company sold in the February Offering an additional 183 Units (an aggregate of 91,667 Series A Preference Shares and 91,667 ordinary shares). The Series A Preference Shares and ordinary shares sold in the February Offering were issued pursuant to the exemption from registration provided under Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. We made this determination based on the representations of the persons obtaining such securities which included, in pertinent part, that such persons were "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such persons were acquiring such securities for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution, and that each such persons understood such securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom. No underwriting discounts or commissions were paid with respect to the February Offering. In November 2007 we borrowed from AAF $300,000 as evidenced by the $300,000 aggregate principal amount of 6% Bridge Notes. The Bridge Notes bear interest at the rate of 6% per annum and are payable on demand. The Bridge Notes are convertible into an aggregate of approximately 2,500,000 ordinary shares. The Bridge Notes were issued pursuant to the exemption from registration provided under Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. We made this determination based on the representations of AAF which included, in pertinent part, that it was an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such it was acquiring such securities for investment purposes for its own account and not as nominee or agent, and not with a view to the resale or distribution, and that AAF understood such securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom. No underwriting discounts or commissions were paid with respect to the sale of the Bridge Notes. In May 2006 and July 2006, we sold an aggregate of 231,500 ordinary shares (362,006 ordinary shares as adjusted for the split) ordinary shares to approximately 460 offshore private investors in lots of 500 shares each at $0.20 per share, for aggregate consideration of $46,300. Such shares were issued in reliance upon the exemption from registration afforded by Regulation S of the Securities Act. We made this determination based on the representations of the persons obtaining such securities that such persons were non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), and that the offering was made pursuant to an offshore transaction with no directed selling efforts made in the United States. No underwriting discounts or commissions were paid with respect to such sales. In April 2006, we issued 1,000,000 ordinary shares (1,562,500 ordinary shares as adjusted for the split) to Nautilus Global Partners, LLC and 50,000 ordinary shares (78,125 ordinary shares as adjusted for the split) to Mid-Ocean Consulting Limited, for aggregate consideration of $1,050 at a purchase price of $.001 per share. Such shares were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(2) of the Securities Act and Rule 506 promulgated thereunder. We made this determination based on the representations of the persons obtaining such securities which included, in pertinent part, that such persons were "accredited investors" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act, and that such persons were acquiring such securities for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution, and that each such persons understood such securities may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom. No underwriting discounts or commissions were paid with respect to such sales. II-2 ITEM 16. EXHIBITS Exhibit Number Exhibit Description 3.1 Amended and Restated Memorandum and Articles of Association * 4.1 Specimen Certificate of Ordinary shares * 4.2 Resolutions of Board of Directors Setting Forth Rights, Preferences and Privileges of Series A Preference Shares (incorporated by reference to the Company's Form 8-K filed on March 6, 2007) 5.1 Opinion of Stuarts Walker Hersant Attorneys-at-Law * 21.1 Subsidiaries of the Registrant 23.1 Consent of Stuarts Walker Hersant Attorneys-at-Law (included in Exhibit 5.1) * 23.2 Consent of PMB Helin Donovan LLP 23.3 Consent of Baker Tilly Hellas AE * to be filed by amendment. II-3 ITEM 17. UNDERTAKINGS (a) The undersigned registrant hereby undertakes with respect to the securities being offered and sold in this offering: (1) To file, during any period in which it offers or sells securities, a post- effective amendment to this Registration Statement to: (a) Include any prospectus required by Section 10(a)(3) of the Securities Act; (b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (c) Include any additional or changed material information on the plan of distribution. (2) For determining liability under the Securities Act of 1933, treat each post- effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering thereof. (3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-1 and has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, on this 23rd day of April, 2008. AEGEAN EARTH AND MARINE CORPORATION April 23, 2008 By: /s/ Frank DeLape ------------------- Frank DeLape Executive Chairman Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date /s/ Frank DeLape Executive Chairman and Director - ----------------- (Principal Executive Officer) April 23, 2008 Frank DeLape /s/ Rizos Krikis Chief Financial Officer - ---------------- (Principal Financial and Accounting Rizos Krikis Officer) April 23, 2008 /s/ Joseph Clancy Director April 23, 2008 - ----------------- Joseph Clancy INDEX TO EXHIBITS Exhibit Number Exhibit Description 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Specimen Certificate of Ordinary shares 4.2 Resolutions of Board of Directors Setting Forth Rights, Preferences and Privileges of Series A Preference Shares (incorporated by reference to the Company's Form 8-K filed on March 6, 2007) 5.1 Opinion of Stuarts Walker Hersant Attorneys-at-Law * 21.1 Subsidiaries of the Registrant 23.1 Consent of Stuarts Walker Hersant Attorneys-at-Law (included in Exhibit 5.1) * 23.2 Consent of PMB Helin Donovan LLP 23.3 Consent of Baker Tilly Hellas AE * to be filed by amendment. EX-3.1 2 aegean-s1ex31.txt [EXHIBIT 3.1] THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF AEGEAN EARTH AND MARINE CORPORATION (Adopted by special resolution on 8 January 2008) 1. The name of the Company is AEGEAN EARTH AND MARINE CORPORATION. 2. The registered office of the Company shall be at the offices of Stuarts Corporate Services Ltd., P.O. Box 2510, Grand Cayman KY1-1104, Cayman Islands or at such other place as the directors of the Company may, from time to time, decide. 3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2007 Revision), or as the same may be revised from time to time, or any other law of the Cayman Islands. 4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity or body corporate in doing in any part of the world whether as principal, agent, contractor or otherwise whatever may be considered by it necessary for the attainment of its objects and whatever else may be considered by it as incidental or conducive thereto or consequential thereon, irrespective of any question of corporate benefit as provided by section 27(2) of the Companies Law (2007 Revision) including the power to make any alterations or amendments to its Memorandum and Articles of Association in the manner set out in its Articles of Association and including, but not limited to, the power to pay all expenses of and incidental to the promotion, formation and incorporation of the Company; to register the Company and do business in any other jurisdiction; to sell, lease or dispose of any property of the Company; to draw, make, accept, endorse, discount, execute and issue promissory notes, debentures, bills of exchange, bills of lading, warrants and other negotiable or transferable instruments; to lend money on the security of the undertaking or on all or any of the assets of the Company including uncalled capital or without security; to invest moneys of the Company in such manner as the directors of the Company determine; to promote other companies; to sell the undertaking of the Company for cash or any other consideration; to distribute assets in specie to members of the Company; to make charitable or benevolent donations; to pay pensions or gratuities or provide other benefits in cash or kind to directors, officers and/or employees of the Company, past or present and their families; to purchase directors and officers' liability insurance and to carry on any trade or business and generally to do all acts and things which in the opinion of the Company or the directors of the Company may be conveniently or profitably or usefully acquired and dealt with, carried on, executed or done by the Company in connection with the business aforesaid PROVIDED THAT the Company shall only carry on the businesses for which a licence is required under the laws of the Cayman Islands when so licensed under the terms of such laws. 5. The liability of each member of the Company is limited to the amount, if any, unpaid on the Shares held by such member. - -------------------------------------------------------------------------- Page 1 Companies Law (2007 Revision) - -------------------------------------------------------------------------- 6. The share capital of the Company is US$62,800 divided into 78,125,000 Ordinary Shares of US$0.00064 par value each and 20,000,000 Preference Shares of US$0.00064 par value. Subject to the provisions of the Companies Law (2007 Revision) and the Articles of Association of the Company, the Company shall have the power to redeem or purchase any of its Shares and to increase, reduce, sub-divide or consolidate the share capital and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of Shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. 7. If the Company is registered as exempted, its operations shall be carried on subject to section 193 of the Companies Law (2007 Revision). The Company may effect and conclude contracts in the Cayman Islands, and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands but shall not otherwise trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands. 8. Subject to the provisions of the Companies Law (2007 Revision) and the Articles of Association, the Company may exercise the power contained in section 226 of the Companies Law (2007 Revision) to deregister in the Cayman Islands and register by way of continuation under the laws of any jurisdiction outside the Cayman Islands. - -------------------------------------------------------------------------- Page 2 TABLE OF CONTENTS THE COMPANIES LAW (2007 REVISION)................................... 1 THE COMPANIES LAW (2007 REVISION)................................... 1 TABLE A............................................................. 1 INTERPRETATION...................................................... 1 COMMENCEMENT OF BUSINESS............................................ 3 REGISTERED OFFICE................................................... 3 REGISTER OF MEMBERS................................................. 3 SHARE CERTIFICATES.................................................. 3 ISSUE OF SHARES..................................................... 4 COMMISSION ON SALE OF SHARES........................................ 4 TRANSFER OF SHARES.................................................. 4 TRANSMISSION OF SHARES.............................................. 5 REDEMPTION AND PURCHASE OF OWN SHARES............................... 5 VARIATION OF RIGHTS ATTACHING TO SHARES............................. 6 FRACTIONAL SHARES................................................... 6 LIEN ON SHARES...................................................... 6 CALLS ON SHARES..................................................... 7 FORFEITURE OF SHARES................................................ 8 ALTERATION OF CAPITAL............................................... 9 CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE................... 9 GENERAL MEETINGS OF MEMBERS......................................... 10 NOTICE OF GENERAL MEETINGS.......................................... 10 PROCEEDINGS AT GENERAL MEETINGS..................................... 10 VOTES OF MEMBERS.................................................... 11 MEMBERS' PROXIES.................................................... 12 COMPANIES ACTING BY REPRESENTATIVES AT MEETINGS..................... 12 APPOINTMENT OF DIRECTORS............................................ 13 ALTERNATE DIRECTORS................................................. 13 POWERS AND DUTIES OF DIRECTORS...................................... 14 BORROWING POWERS OF DIRECTORS....................................... 14 APPOINTMENT OF OFFICERS............................................. 14 COMMITTEES OF DIRECTORS............................................. 14 PROCEEDINGS OF DIRECTORS............................................ 15 DISQUALIFICATION OF DIRECTORS....................................... 17 DIVIDENDS........................................................... 17 FINANCIAL YEAR...................................................... 18 ACCOUNTS AND AUDIT.................................................. 18 CAPITALIZATION OF PROFITS........................................... 18 SHARE PREMIUM ACCOUNT............................................... 19 NOTICES............................................................. 19 THE SEAL............................................................ 20 INDEMNITY........................................................... 21 NON-RECOGNITION OF TRUSTS........................................... 21 WINDING UP.......................................................... 21 AMENDMENT OF MEMORANDUM OF ASSOCIATION.............................. 22 AMENDMENT OF ARTICLES OF ASSOCIATION................................ 22 REGISTRATION BY WAY OF CONTINUATION................................. 22 36A Dr. Roy's Drive................................................. 23 THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF AEGEAN EARTH AND MARINE CORPORATION (Adopted by special resolution on 8 January 2008) TABLE A ------- 1. Table 'A' in the First Schedule of the Companies Law (2007 Revision) shall not apply to this Company and the following shall comprise the Articles of Association of the Company: INTERPRETATION -------------- 2. In these Articles save where the context otherwise requires:- "Articles" or "Articles of Association" means these articles of association as originally adopted or as, from time to time, altered by Special Resolution; "certificate" or "share certificate" means a share certificate of the Company; "Companies Law" means the Companies Law (2007 Revision) of the Cayman Islands and any statutory amendment or re- enactment thereof. Where any provision of the Companies Law is referred to, the reference is to that provision as amended by any law for the time being in force; "Company" means the above named company; "debenture" means debenture stock, mortgages, bonds and any other such securities of the Company whether constituting a charge on the assets of the Company or not; "Directors" and "Board of Directors" means the directors of the Company for the time being or, as the case may be, the directors assembled as a board or as a committee thereof and "Director" means any one of the Directors; "Members" means those persons who have agreed to become members of the Company and whose names have been entered in the Register of Members and includes each subscriber of the Memorandum and "Member" means any one of them; 1 "Memorandum of Association" means the memorandum of association of the Company, as amended and re-stated from time to time; "month" means calendar month; "Ordinary Resolution" means a resolution:- (i) passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed; "paid up" means paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up; "Registered Office" means the registered office for the time being of the Company; "Register of Members" means the register of members to be kept by the Company in accordance with section 40 of the Companies Law; "Seal" means the common seal of the Company (if adopted) including any facsimile thereof; "Share" and "Shares" means a share or shares in the capital of the Company, including a fraction of a share; "signed" includes a signature or representation of a signature affixed by mechanical means; "Special Resolution" means a resolution passed in accordance with section 60 of the Companies Law, being a resolution:- (i) passed by a majority of not less than two-thirds of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the special resolution so adopted shall be the date on which the instrument or the last of such instruments if more than one, is executed; and "written" and "in writing" includes all modes of representing or reproducing words in visible form. 3. In these Articles save where the context otherwise requires:- 3.1 words importing the singular number shall include the plural number and vice versa; 3.2 words importing the masculine gender only shall include the feminine gender; 2 3.3 words importing persons only shall include companies or associations or bodies of persons, whether corporate or not; 3.4 "may" shall be construed as permissive and "shall" shall be construed as imperative; 3.5 a reference to a dollar or dollars (or $) and to a cent or cents (or c) is a reference to dollars and cents of the United States of America; and 3.6 references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force. 4. Subject to the two preceding Articles, any expressions defined in the Companies Law shall, if not inconsistent with the subject or context of these Articles, bear the same meaning in these Articles. COMMENCEMENT OF BUSINESS ------------------------ 5. The business of the Company may be commenced as soon after incorporation as the Directors see fit, notwithstanding that part only of the Shares may have been allotted or issued. REGISTERED OFFICE ----------------- 6. The Registered Office of the Company shall be at such place in the Cayman Islands as the Directors shall from time to time resolve by resolution. The Company may also establish and maintain such other offices and places of business and agencies outside the Cayman Islands as the Directors decide. REGISTER OF MEMBERS ------------------- 7. The Company shall maintain or cause to be maintained a Register of Members in accordance with the Companies Law. The Directors shall keep at the Registered Office or such other place as determined by them, the Register of Members, which shall contain the following information:- 7.1 the name and address of each Member, a statement of the Shares held by him and a statement of the amount paid or agreed to be considered as paid on such Shares; 7.2 the date on which each person was entered in the register as a Member; and 7.3 the date on which any person ceased to be a Member. SHARE CERTIFICATES ------------------ 8. Every Member shall, without payment, be entitled to a share certificate in such form as determined by the Directors. 9. Share certificates shall be signed by a Director of the Company and shall be numbered consecutively or otherwise identified and shall specify the number of Shares held by the Member and the amount paid up thereon. 3 10. In respect of a Share or Shares held jointly by several persons the Company shall not be bound to issue more than one certificate and delivery of a certificate for a Share or Shares to one of several joint holders shall be sufficient delivery to all joint holders. 11. If a share certificate is defaced, worn out, lost or destroyed it may be renewed on payment of such fee, if any, not exceeding $100 and on such terms, if any, as to evidence and indemnity as the Directors think fit. ISSUE OF SHARES --------------- 12. Subject to the provisions, if any, in that behalf of the Memorandum of Association or these Articles, and to any direction that may be given by the Company in general meeting and without prejudice to any special rights previously conferred on the holders of existing Shares, all unissued Shares in the capital of the Company shall be under the control of the Directors, and the Directors may issue, allot, grant options over, re-designate or dispose of such unissued Shares (including fractions of a Share) with or without preferred, deferred or other special rights or such restrictions whether in regard to dividend, voting, return of capital or otherwise and in such manner, to such persons and on such terms as the Directors in their absolute discretion think fit. 13. The Company shall not issue Shares in bearer form. COMMISSION ON SALE OF SHARES ---------------------------- 14. The Company may in so far as may be permitted by law, pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commission may be satisfied by the payment of cash or the lodgment of fully or partly paid-up Shares or partly in one way and partly in the other. The Company may also on any issue of Shares pay such brokerage as may be lawful. TRANSFER OF SHARES ------------------ 15. The instrument of transfer of any Share shall be in writing in any usual or common form or such other form approved by the Directors. 16. The instrument of transfer of any Share shall be executed by or on behalf of the transferor and the transferee and shall be accompanied by any certificate of the Shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. 17. All share certificates surrendered to the Company for transfer shall be cancelled and the Directors shall issue a new share certificate for a like number of Shares as those which have been surrendered and cancelled. 18. The Directors may in their absolute discretion decline to register any transfer of Shares without assigning any reason for so doing. If the Directors refuse to register a transfer of any Shares, they shall send notice of the refusal to the transferee within two months of the date on which the transfer was lodged with the Company. 19. The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended for more than 45 days in any year. 4 TRANSMISSION OF SHARES ---------------------- 20. The legal personal representative of a deceased sole holder of a Share shall be the only person recognized by the Company as having any title to the Share. In the case of a Share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognized by the Company as having any title to the Share. 21. Any person becoming entitled to a Share in consequence of the death, bankruptcy, liquidation or dissolution of a Member shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a member in respect of the Share (and if he so elects shall deliver to the Company a notice in writing signed by him stating his election to be registered as holder) or, instead of being registered himself, to make such transfer of the Share as the deceased or bankrupt person could have made; but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the Share by the deceased or bankrupt person before the death or bankruptcy. 22. A person becoming entitled to a Share by reason of the death, bankruptcy liquidation or dissolution of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the Share, except that he shall not, before being registered as a Member in respect of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company PROVIDED THAT the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the Share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other moneys payable in respect of the Share until the requirements of the notice have been complied with. REDEMPTION AND PURCHASE OF OWN SHARES ------------------------------------- 23. Subject to the provisions of the Companies Law, the Company may:- 23.1 issue Shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of such Shares, determine; 23.2 purchase its own Shares (including fractions of a Share and any redeemable Shares) on such terms and in such manner as the Directors may determine and agree with the Member; and 23.3 make a payment in respect of the redemption or purchase of its own Shares in any manner authorized by the Companies Law including out of capital. 24. A Share which is liable to be redeemed by either the Company or the Member shall be redeemed by the entitled party giving to the other notice in writing of the intention to redeem such Shares (a "Redemption Notice") and specifying the date of such redemption which must be a day on which banks in the Cayman Islands are open for business. 25. Any Share in respect of which a Redemption Notice has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the Redemption Notice. 26. The redemption or purchase of any Share shall not be deemed to give rise to the redemption or purchase of any other Share. 5 27. At the date specified in the Redemption Notice, or the date on which the Shares are to be purchased, the holder of the Shares being redeemed or purchased shall be bound to deliver up to the Company at its Registered Office the certificate thereof for cancellation and thereupon the Company shall pay to him the redemption or purchase moneys in respect thereof. 28. The Directors may, when making payments in respect of the redemption or purchase of Shares, if authorized by the terms of issue of the Shares being redeemed or purchased or with the agreement of the holder of such Shares, make such payment either in cash or in specie. VARIATION OF RIGHTS ATTACHING TO SHARES --------------------------------------- 29. If at any time the share capital of the Company is divided into different classes of Shares, the rights attaching to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied with the consent in writing of the holders of two-thirds of the issued Shares of that class, or with the sanction of a Special Resolution passed at a general meeting of the holders of the issued Shares of that class present in person or by proxy. 30. The provisions of these Articles relating to general meetings of the Company shall mutatis mutandis apply to every such general meeting of the holders of such class of Shares, but so that the necessary quorum shall be at least one person holding or representing by proxy at least one-third of the issued Shares of the class and so that any holder of Shares of the class present in person or by proxy may demand a poll. 31. The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Shares ranking pari passu therewith or by the redemption or purchase of Shares of any class by the Company. FRACTIONAL SHARES ----------------- 32. The Directors may issue fractions of a Share of any class of Shares, and, if so issued, a fraction of a Share (calculated to three decimal points) shall be subject to and carry the corresponding fraction of liabilities (whether with respect to any unpaid amount thereon, contribution, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without limitation, voting and participation rights) and other attributes of a whole Share of the same class of Shares. If more than one fraction of a Share of the same class is issued to or acquired by the same Member such fractions shall be accumulated. LIEN ON SHARES -------------- 33. The Company shall have a first priority lien and charge on every partly paid Share for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that Share, and the Company shall also have a first priority lien and charge on all partly paid Shares registered in the name of a Member (whether held solely or jointly with another person) for all moneys presently payable by him or his estate to the Company; but the Directors may at any time declare any Share to be wholly or in part exempt from the provisions of this Article. The Company's lien, if any, on a Share shall extend to all dividends and other moneys payable in respect thereof. 34. The Company may sell, in such manner as the Directors think fit, any Shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 days after a notice in writing, stating and demanding payment of such part of 6 the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the Share, or the persons entitled thereto of which the Company has notice, by reason of his death or bankruptcy. 35. To give effect to any such sale the Directors may authorize some person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale. 36. The proceeds of such sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any) shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to the sale) be paid to the person entitled to the Shares at the date of the sale. CALLS ON SHARES --------------- 37. The Directors may from time to time make calls upon the Members in respect of any moneys unpaid on their Shares (whether on account of the nominal value of the Shares or by way of premium or otherwise) and each Member shall (subject to receiving at least 14 days' notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his Shares. 38. A call shall be deemed to have been made at the time that the Directors have resolved by resolution to make such call. 39. The joint holders of a Share shall be jointly and severally liable to pay calls in respect thereof. 40. Any sum which by the terms of issue of a Share becomes payable on allotment or at any fixed date, whether on account of the nominal value of the Share or by way of premium or otherwise, shall for the purposes of these Articles be deemed to be a call duly made, notified and payable on the date on which by the terms of issue the same becomes payable, and in the case of non-payment all the relevant provisions of these Articles as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. 41. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of eight per centum per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part. 42. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified. 43. The Directors may make arrangements on the issue of Shares for a difference between the Members, or the particular Shares, in the amount of calls to be paid and in the times of payment and may revoke or postpone a call in their discretion. 44. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any Shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution 7 eight per centum per annum) as may be agreed upon between the Member paying the sum in advance and the Directors. FORFEITURE OF SHARES -------------------- 45. If a Member fails to pay any call or installment of a call together with any interest which may have accrued within 10 days of the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or installment remains unpaid, enforce any of the provisions of, and take such action as is referred to in these Articles, including but not limited to, forfeiting any Share in respect of which the call or installment of a call remains unpaid. No further notice demanding payment of the amount due need be given to the registered holder of the Share or the persons entitled thereto by reason of his death or bankruptcy of the Shares to be forfeited. 46. A forfeited Share may be sold, cancelled or otherwise disposed of on such terms and in such manner as the Directors in their absolute discretion think fit, and at any time before a sale, cancellation or disposition the forfeiture may be cancelled on such terms as the Directors in their absolute discretion think fit. The Company may indirectly procure the purchase of a Share forfeited pursuant to the previous sentence without being required to comply with the redemption provisions of these Articles. The proceeds of the sale or disposition of a forfeited Share after deduction of expenses, fees and commissions incurred by the Company in connection with the sale and after the deduction of all other amounts including accrued interest shall be received by the Company and applied in payment of such part of the amount in respect of which any lien or obligation exists as is presently payable on other Shares held by that Member, and the residue shall (subject to a like lien for sums not presently payable as existed upon the Shares prior to such sale or disposition) be disposed of on such terms as the Directors in their absolute discretion think fit. 47. A statutory declaration in writing that the declarant is a Director, and that a Share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the Share. The Company may receive the consideration, if any, given for the Share on any sale or disposition thereof and may execute a transfer of the Share in favour of the person to whom the Share is sold or disposed of and he shall thereupon be registered as the holder of the Share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the Share. 48. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a Share becomes payable at any time, whether on account of the amount of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified. 49. A person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the Shares, but his liability shall cease if and when the Company receives payment in full of the fully paid up amount of the Shares. 8 ALTERATION OF CAPITAL --------------------- 50. The Company may from time to time by Ordinary Resolution increase the share capital by such sum, to be divided into Shares of such classes and amount, as the resolution shall prescribe. 51. The Company may by Ordinary Resolution:- 51.1 consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares; 51.2 subdivide its existing Shares, or any of them into Shares of a smaller amount provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived; 51.3 cancel any Shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the Shares so cancelled; and 51.4 convert all or any of its paid up Shares into stock and reconvert that stock into paid up Shares of any denomination. 52. The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorized by the Companies Law. CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE ------------------------------------------------- 53. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 40 days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for not more than 10 days immediately preceding such meeting and the record date for such determination shall be the first date of the closure of the Register of Members. 54. In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend the Directors may, at or within 90 days prior to the date of declaration of such dividend fix a subsequent date as the record date for such determination. 55. If the Register of Members is not so closed and no record date is fixed for the determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof. 9 GENERAL MEETINGS OF MEMBERS --------------------------- 56. The Directors may, whenever they think fit, convene a general meeting of the Company. 57. The Directors shall convene a general meeting of the Company on the written requisition of any Member or Members entitled to attend and vote at general meetings of the Company who hold(s) not less than 10 per cent of the paid up voting share capital of the Company, such requisition to be deposited at the Registered Office. 58. The Members' requisition shall specify the objects of the meeting and shall be signed by the requisitionists. If the Directors do not convene a requisitioned meeting within 21 days of the deposit of the requisition (such meeting to be convened no less than 30 days from the date of deposit of the requisition), the requisitionists themselves may convene the general meeting in the same manner, as nearly as possible, as that in which meetings may be convened by the Directors, and all reasonable expenses incurred by the requisitionists as a result of the failure of the Directors to convene the general meeting shall be reimbursed to them by the Company. 59. If at any time there are no Directors of the Company, any two Members (or if there is only one Member then that Member) entitled to vote at general meetings of the Company may convene a general meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors. NOTICE OF GENERAL MEETINGS -------------------------- 60. At least seven days' notice (excluding the day that notice is deemed to be given and the day the meeting is to be held) shall be given of an annual general meeting or any other general meeting. Notice shall be given in the manner hereinafter provided or in such other manner (if any) as may be prescribed by the Company by Ordinary Resolution to such persons as are, under these Articles, entitled to receive such notices from the Company and shall specify the place, the day and the hour of the meeting and, in case of special business, the general nature of that business. 61. With the consent of all the Members entitled to receive notice of some particular meeting and attend and vote thereat, a meeting may be convened by such shorter notice or without notice and in such manner as those Members may think fit. 62. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting. PROCEEDINGS AT GENERAL MEETINGS ------------------------------- 63. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as otherwise provided by these Articles, one or more Members holding at least a majority of the paid up voting share capital of the Company present in person or by proxy shall be a quorum. 64. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Member or Members present and entitled to vote shall be a quorum. 10 65. The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company. 66. If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the Members present shall choose one of their number to be chairman. 67. The chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 68. All business carried out at a general meeting shall be deemed special with the exception of sanctioning a dividend, the consideration of the accounts, balance sheets, and financial report of the Directors and the Company's auditors, and the appointment and removal of Directors and the fixing of the remuneration of the Company's auditors. No special business shall be transacted at any general meeting without the consent of all Members entitled to receive notice of that meeting unless notice of such special business has been given in the notice convening that meeting. VOTES OF MEMBERS ---------------- 69. Subject to any rights and restrictions for the time being attached to any class or classes of Shares, on a show of hands every Member present in person and every person representing a Member by proxy shall at a general meeting of the Company have one vote and on a poll every Member and every person representing a Member by proxy shall have one vote for each Share of which he or the person represented by proxy is the holder. 70. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more Members present in person or by proxy entitled to vote and who together hold not less than 10 per cent of the paid up voting share capital of the Company, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. 71. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. 72. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. 73. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs. 74. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members. 11 75. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy. 76. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of Shares in the Company held by him and carrying the right to vote have been paid. 77. On a poll votes may be given either personally or by proxy. 78. A resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or being companies by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a general meeting of the Company duly convened and held. MEMBERS' PROXIES ---------------- 79. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member of the Company. 80. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for which the meeting or adjourned meeting is scheduled PROVIDED THAT the chairman of the meeting may at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited upon receipt by confirmation from the appointor that the instrument of proxy duly signed is in the course of transmission to the Company. 81. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. 82. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Registered Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy. 83. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. COMPANIES ACTING BY REPRESENTATIVES AT MEETINGS ----------------------------------------------- 84. Any company which is a Member or a Director may, by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members or of the Board of Directors or of a committee of Directors, and the person so authorized shall be entitled to exercise the same powers on behalf of such company which he represents as that company could exercise if it were an individual Member or Director. 12 APPOINTMENT OF DIRECTORS ------------------------ 85. The first Director(s) shall be appointed at a meeting or by written resolution of the subscribers to the Memorandum of Association. 86. The Company may by Ordinary Resolution appoint any person to be a Director. 87. Subject to the provisions of these Articles, a Director shall hold office until such time as he is removed from office by the Company by Ordinary Resolution. 88. The Company may by Ordinary Resolution from time to time fix the maximum and minimum number of Directors to be appointed but unless such number is fixed as aforesaid the minimum number of Directors shall be one and the maximum number of Directors shall be unlimited. 89. The remuneration of the Directors from time to time shall be determined by the Company by Ordinary Resolution. 90. The shareholding qualification for Directors may be fixed by the Company by Ordinary Resolution and unless and until so fixed no Share qualification shall be required. 91. The Directors shall have power at any time and from time to time to appoint a person as Director, either as a result of a casual vacancy or as an additional Director, subject to the maximum number (if any) imposed by the Company by Ordinary Resolution. ALTERNATE DIRECTORS ------------------- 92. Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present and may at any time in writing revoke the appointment of an alternate appointed by him. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and to do in the place and stead of his appointor, any other act or thing which the appointor is permitted or required to do by virtue of his being a Director as if the alternate were the appointor, other than the appointment of an alternate himself. Where the alternate is a Director he shall have a separate vote on behalf of the Director he is representing in addition to his own vote. 93. An alternate shall not be an officer of the Company and shall be deemed to be the agent of the Director appointing him and the remuneration of such alternate (if any) shall be payable out of the remuneration of the Director appointing him and the proportion thereof shall be agreed between them. 94. The alternate shall ipso facto vacate office if and when his appointor ceases to be a Director or removes the appointee from office. 95. Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting. 13 POWERS AND DUTIES OF DIRECTORS ------------------------------ 96. Subject to the provisions of the Companies Law, these Articles and to any resolutions made by the Company in general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that resolution had not been made. 97. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretion vested in him. BORROWING POWERS OF DIRECTORS ----------------------------- 98. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. APPOINTMENT OF OFFICERS ----------------------- 99. The Directors may from time to time appoint any person, whether or not a director of the Company to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of president, one or more vice- presidents, treasurer, assistant treasurer, manager or controller, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but any such appointment shall ipso facto determine if any managing director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated. 100. The Directors may appoint a secretary or secretaries of the Company (and if need be an assistant secretary or assistant secretaries) who shall hold office for such term, at such remuneration and upon such conditions and with such powers as they think fit. 101. Any person appointed by the Directors pursuant to Articles 99 and 100 may be removed by the Directors. COMMITTEES OF DIRECTORS ----------------------- 102. The Directors may from time to time and at any time establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any of the aforesaid. 14 103. The Directors may delegate any of their powers to committees and any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors. 104. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the general powers conferred by this paragraph. 105. The Directors may from time to time and at any time delegate to any committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorize the members for the time being of any such local board, or any of them, to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby. 106. Any such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them. 107. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting. 108. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote. PROCEEDINGS OF DIRECTORS ------------------------ 109. The Directors may meet together (either within or without the Cayman Islands) for the despatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. A Director or a Director's duly appointed alternate may, at any time, and any secretary or assistant secretary shall on the requisition of a Director summon a meeting of the Directors. 110. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors, and unless so fixed, if there be two or more Directors shall be two, and if there be less than two Directors shall be one. A Director represented by proxy or by duly appointed alternate at any meeting shall be deemed to be present for the purposes of determining whether or not a quorum is present. 111. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office but if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. 112. Questions arising at any meeting shall be decided by a majority of votes of the Directors and duly appointed alternates present, the vote of an alternate not being counted if his appointor is also present at such meeting. In the case of an equality of votes the chairman shall have a second or casting vote. 113. A Director or Directors and any duly appointed alternates may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such 15 Director or Directors are members, by means of telephone or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting. 114. A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the meeting for consideration. 115. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement. 116. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorize a Director or his firm to act as auditor to the Company. 117. The Directors shall cause minutes to be made for the purpose of recording:- 117.1 all appointments of officers made by the Directors; 117.2 the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and 117.3 all resolutions and proceedings at all meetings of the Company, and of the Directors and of committees of Directors. 118. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings. 119. A resolution signed by all the Directors (in one or more counterparts) shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. When signed a resolution may consist of several documents each signed by one or more of the Directors. 120. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Company as 16 the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of the Company, but for no other purpose. 121. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. DISQUALIFICATION OF DIRECTORS ----------------------------- 122. The office of Director shall be automatically vacated, if the Director:- 122.1 dies; 122.2 resigns his office by notice in writing to the Company; 122.3 becomes bankrupt or makes any arrangement or composition with his creditors; 122.4 is found to be or becomes of unsound mind; 122.5 is removed from office by a vote of a majority of the Directors; or 122.6 is removed from office by Ordinary Resolution. DIVIDENDS --------- 123. Subject to any rights and restrictions for the time being attached to any class or classes of Shares, the Directors may from time to time declare interim dividends on Shares of the Company in issue and authorize payment of the same out of the funds of the Company lawfully available therefor. 124. Subject to any rights and restrictions for the time being attached to any class or classes of Shares, the Company may by Ordinary Resolution declare final dividends, but no dividend shall exceed the amount recommended by the Directors. 125. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the Directors be applicable for meeting contingencies, or for equalizing dividends or for any other purpose to which those funds may be properly applied and may pending such application, in the Directors' absolute discretion, either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors may from time to time think fit. 126. Any dividend may be paid by cheque or warrant sent through the post to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct. 17 127. The Directors may when paying dividends to the Members in accordance with the foregoing provisions, make such payment either in cash or in specie. 128. No dividend shall be paid otherwise than out of profits or, subject to the restrictions of the Companies Law, the share premium account. 129. Subject to the rights of persons, if any, entitled to Shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid on the Shares, but if and so long as nothing is paid up on any of the Shares in the Company dividends may be declared and paid according to the amounts of the Shares. No amount paid on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share. 130. If several persons are registered as joint holders of any Share, any of them may give effectual receipts for any dividend or other moneys payable on or in respect of the Share. 131. No dividend shall bear interest against the Company. FINANCIAL YEAR -------------- 132. Unless the Directors otherwise resolve, the financial year end of the Company shall be 31st December in each year and following the year of incorporation shall begin on 1st January of each year. ACCOUNTS AND AUDIT ------------------ 133. The Directors shall cause books of account relating to the Company's affairs to be kept in such manner as may be determined from time to time by the Directors. 134. The books of account shall be kept at the Registered Office, or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors. 135. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by the Company by Ordinary Resolution. 136. The accounts relating to the Company's affairs shall be audited in such manner as may be determined from time to time by the Company by Ordinary Resolution or, failing any such determination, by the Directors or, failing any determination as aforesaid, shall not be audited. 137. The auditors, if any, shall be appointed by the Directors and shall hold office until removed by Ordinary Resolution or by resolution of the Directors. 138. The remuneration of any auditors, if any, appointed by the Directors, may be fixed by the Directors. CAPITALIZATION OF PROFITS ------------------------- 139. Subject to the Companies Law, the Directors may, with the authority of an Ordinary Resolution: 18 139.1 resolve to capitalize an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), or otherwise available for distribution; 139.2 appropriate the sum resolved to be capitalized to the Members in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:- 139.2.1 paying up the amounts (if any) for the time being unpaid on Shares held by them respectively, or 139.2.2 paying up in full unissued Shares or debentures of a nominal amount equal to that sum, and allot the Shares or debentures, credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other; 139.3 make any arrangements they think fit to resolve a difficulty arising in the distribution of a capitalized reserve and in particular, without limitation, where Shares or debentures become distributable in fractions Directors may deal with the fractions as they think fit; 139.4 generally do all acts and things required to give effect to the resolution. SHARE PREMIUM ACCOUNT --------------------- 140. The Directors shall in accordance with section 34 of the Companies Law establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any Share. 141. There shall be debited to any share premium account on the redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by section 37 of the Companies Law, out of capital. NOTICES ------- 142. Notices shall be in writing and may be given by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognized courier service, fees prepaid, addressed to the Member at his address as appearing in the Register of Members. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders. 143. Where notice or other documents are sent by:- 143.1 post, notice shall be deemed to have been served five days after the time when the letter containing the same is posted and if sent by courier, shall be deemed to have been served five days after the time when the letter containing the same is delivered to the courier (in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed and duly posted or delivered to the courier); or 19 143.2 facsimile, notice shall be deemed to have been served upon confirmation of receipt. 144. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened. 145. Any notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the Share. 146. Notice of every general meeting shall be given in the manner hereinbefore authorized to:- 146.1 all Members who have a right to receive notice and who have supplied the Company with an address for the giving of notices to them and in the case of joint holders, the notice shall be sufficient if given to the first named joint holder in the Register of Members; and 146.2 every person entitled to a Share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting. No other person shall be entitled to receive notice of general meetings. THE SEAL -------- 147. The Company shall not have a Seal unless otherwise resolved by the Directors. Any such Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors or of a committee of directors authorized by the Directors in that behalf provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. Every instrument to which the Seal is affixed shall be signed by a Director of the Company or by any one or more persons as the Directors may appoint for that purpose. 148. The Company may maintain a duplicate or duplicates of the Seal but such duplicate(s) shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of such duplicate and if given after may be in general form confirming a number of affixings of such duplicate. Every instrument to which a duplicate of the Seal is affixed shall be signed by a Director of the Company or by any one or more persons as the Directors may appoint for that purpose and such affixing of a duplicate of the Seal and signing as aforesaid shall have the same meaning and effect as if the Seal had been affixed and the instrument signed by a Director of the Company. 149. Notwithstanding the foregoing, a director or officer, representative or attorney of the Company shall have the authority to affix the Seal, or a duplicate of the Seal, over his signature alone on any instrument or document required to be authenticated by him under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever. 20 INDEMNITY --------- 150. Every Director (including for the purposes of this Article any alternate appointed pursuant to the provisions of these Articles), managing director, agent, secretary, assistant secretary or other officer for the time being and from time to time of the Company (but not including the Company's auditor) and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by him in or about the conduct of the Company's business or affairs or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere. 151. No such Director, duly appointed alternate, managing director, agent, secretary, assistant secretary or other officer of the Company (but not including the Company's auditor) shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other such Director or officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or (vi) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgment or oversight on his part or (vii) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of his office or in relation thereto, unless the same shall happen through his own dishonesty. NON-RECOGNITION OF TRUSTS ------------------------- 152. No person shall be recognized by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any of its Shares (or fraction thereof) or any other rights in respect thereof except an absolute right to the entirety thereof in each Member registered in the Register of Members. WINDING UP ---------- 153. If the Company shall be wound up the liquidator may, with the sanction of an Ordinary Resolution and any other sanction required by the Companies Law, divide amongst the Members in specie or cash the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributors as the liquidator shall think fit, but so that no Member shall be compelled to accept any Shares or other securities whereon there is any liability. 154. Without prejudice to the rights of holders of Shares issued upon special terms and conditions, if the Company shall be wound up, and the assets available for distribution among the Members as such shall be insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid-up, or which ought to have been paid-up, at the commencement of the winding up on the Shares held by them respectively. If on a winding up the assets available for 21 distribution among the Members shall be more than sufficient to repay the whole of the capital paid-up at the commencement of the winding up, the excess shall be distributed among the Members in proportion to the capital paid up at the commencement of the winding up on the Shares held by them respectively. AMENDMENT OF MEMORANDUM OF ASSOCIATION -------------------------------------- 155. Subject to and insofar as permitted by the Companies Law, the Company may at any time and from time to time by Special Resolution alter or amend its Memorandum of Association with respect to any objects, powers or other matters specified therein. AMENDMENT OF ARTICLES OF ASSOCIATION ------------------------------------ 156. Subject to the Companies Law and the rights attaching to the various classes of Shares, the Company may at any time and from time to time by Special Resolution alter or amend these Articles in whole or in part. REGISTRATION BY WAY OF CONTINUATION ----------------------------------- 157. The company may by Special Resolution resolve to be registered by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands. The Directors may make application to the Registrar of Companies to deregister the Company in the Cayman Islands and may take all such further steps as they consider appropriate to be taken, in accordance with the Companies Law, to effect the transfer by way of continuation of the Company. 22 THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM & ARTICLES OF ASSOCIATION OF AEGEAN EARTH AND MARINE CORPORATION (Adopted by special resolution on 8 January 2008) [LOGO: STUARTS WALKER HERSANT ATTORNEYS-AT-LAW] Cayman Financial Centre 36A DR. ROY'S DRIVE P.O. Box 2510 Grand Cayman KY1-1104 Cayman Islands 23 EX-4.1 3 aegean-s1ex41.txt [Exhibit 4.1] Incorporated Under the Laws of the Cayman Islands AEGEAN EARTH AND MARINE CORPORATION Specimen This is to Certify that ____________________is the owner of ____________________ fully paid and non-assessable Ordinary Shares of the above Corporation transferable only on the books of the Corporation by the holder hereof in person or by duly authorized Attorney upon surrender of this Certificate properly endored. Witness, the seal of the Corporation and the signatures of its duly authorized officers. Dated: [Corporate Seal Omitted] Executive Chairman Director EX-21.1 4 aegean-s1ex211.txt [EXHIBIT 21.1] Subsidiaries of the Registrant ------------------------------ Subsidiary Jurisdiction of Organization - ---------- ---------------------------- Aegean Earth S.A. Greece Aegean Earth and Marine, LLC United States EX-23.2 5 aegean-s1ex232.txt [EXHIBIT 23.2] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use of our report in the Registration Statement on Form S-1 of Aegean Earth and Marine Corporation and the related prospectus (No. 333-______) of our report dated April 16, 2008, except as to Note 11 as to which the date is April 21, 2008, with respect to the financial statements of Aegean Earth and Marine Corporation as of December 31, 2007 and 2006, and for the year ended December 31, 2007, the period from inception (March 10, 2006) through December 31, 2006, and the cumulative period from inception (March 10, 2006) through December 31, 2007. We also consent to the reference to our Firm under the Caption "Experts" in such Registration Statement and related Prospectus. PMB Helin Donovan, LLP /s/ PMB Helin Donovan, LLP - -------------------------- Houston, Texas April 23, 2008 EX-23.3 6 aegean-s1ex233.txt [EXHIBIT 23.3] BAKER TILLY HELLAS A.E. LETTERHEAD ---------------------------------- INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT We consent to the use in this Registration Statement of Aegean Earth and Marine Corporation on Form S-1 of our report dated March 13, 2008 for Aegean Earth S.A. for the period ended December 31, 2007 appearing in this Registration Statement. We also consent to the the reference to us under the heading "Experts" as it relates to Aegean Earth S,A, only. Athens, April 21, 2008 /s/ Baker Tilly Hellas AE - ------------------------- Baker Tilly Hellas AE -----END PRIVACY-ENHANCED MESSAGE-----