UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 000-52136
Aegean Earth & Marine Corporation
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(Exact name of Registrant as specified in its charter)
Cayman Islands N/A
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Nautilus Global Partners
700 Gemini, Suite 100, Houston, TX 77056
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(Address of principal executive offices) (Zip Code)
(281) 488-3883
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(Registrant's telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes |_| No
|X|
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes
|_| No |X|
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No | |
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. | |
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.
Large accelerated filer [ ] Accelerated Filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in rule 12b-2 of the Exchange Act). YES NO X
--- ---
As of June 29, 2007, no market price existed for voting and non-
voting common equity held by non-affiliates of the registrant.
At April 18, 2008, there were 4,503,033 shares of Registrant's
ordinary shares outstanding.
GENERAL INDEX
Page
Number
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Part I
Item 1. Business................................................1
Item 1A. Risk Factors............................................3
Item 1B. Unresolved Staff Comments...............................8
Item 2. Properties..............................................8
Item 3. Legal Proceedings.......................................9
Item 4. Submission of Matters to a Vote of Security Holders.....9
PART II
Item 5. Market for Registrant's Common Equity, Related
Stockholder Matters and Issuer Purchases of
Equity Securities.....................................9
Item 6. Selected Financial Data.................................9
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operation...................10
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk............................................10
Item 8. Financial Statements and Supplementary Data............10
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure....................10
Item 9A(T). Controls and Procedures................................11
Item 9B. Other Information......................................11
PART III
Item 10. Directors, Executive Officers and Corporate
Governance...........................................12
Item 11. Executive Compensation.................................14
Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.......16
Item 13. Certain Relationships and Related Transactions, and
Director Independence..................................17
Item 14. Principal Accounting Fees and Services.................18
PART IV
Item 15. Exhibits and Financial Statement Schedules.............18
SIGNATURES.........................................................19
Cautionary Statement Regarding Forward Looking Statements
This Annual Report on Form 10-K contains "forward-looking
statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Forward-looking statements
are not statements of historical facts, but rather reflect our
current expectations or beliefs concerning future events and
results, including statements of potential acquisitions and our
strategies, plans and objectives. We generally use the words
"believes," "expects," "intends," "plans," "anticipates,"
"likely," "will" and similar expressions to identify
forward-looking statements. Such forward-looking statements,
including those concerning our expectations, involve risks,
uncertainties and other factors, some of which are beyond our
control, which may cause our actual results, performance or
achievements, or industry results, to be materially different
from any future results, performance or achievements
expressed or implied by such forward-looking statements. The
risks, uncertainties and factors that could cause our results to
differ materially from our expectations and beliefs include, but
are not limited to, those factors set forth in this Annual
Report on Form 10-K under "Item 1A. - Risk Factors" below, as
well as the following:
* changes in laws or regulations affecting our operations;
* changes in our business tactics or strategies;
* acquisitions of new or complimentary operations;
* changing market forces or contingencies that
necessitate, in our judgment, changes in our plans,
strategy or tactics; and
* fluctuations in the investment markets or interest rates,
which might materially affect our operations or financial
condition.
We cannot assure you that the expectations or beliefs
reflected in these forward-looking statements will prove correct.
We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new
information, future events or otherwise. You are cautioned not
to unduly rely on such forward-looking statements when
evaluating the information presented in this Annual Report on
Form 10-K.
ITEM 1. BUSINESS
General
Aegean Earth & Marine Corporation (formerly known as Tiger
Growth Corporation) ("we", "us", "our", the "Company" or
"Aegean") was organized under the laws of the Cayman Islands on
March 10, 2006. Since inception, through February 2008, our
operations consisted solely of attempting to identify,
investigate and conduct due diligence on potential businesses for
acquisition.
Subsequent to the period covered by this report, on February
29, 2008, we acquired (the "Acquisition") 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 stockholders of Aegean Earth (the
"Aegean Earth Shareholders") pursuant to an Acquisition
Agreement dated as of February 29, 2008 (the "Acquisition
Agreement"), by and among the Company, Aegean Earth and the
Aegean Earth Shareholders. Aegean Earth was formed in July 2007,
for the purpose of engaging in construction in Greece and
surrounding countries. Upon completion of the Acquisition,
Aegean Earth became our wholly-owned subsidiary and our business
became that of Aegean Earth.
In the Acquisition and pursuant to the Acquisition
Agreement, we issued to each of the Aegean Earth Shareholders
250,000 (500,000 in the aggregate) ordinary shares, $0.00064 par
value per share (the "Ordinary Shares"), in exchange for all of
their capital stock in Aegean Earth. The Ordinary Shares issued
in the Acquisition were issued pursuant to the exemptions from
the registration requirements of the Securities Act provided
under Section 4(2) of the Act and Rule 506 promulgated
thereunder.
1
Simultaneously with the Acquisition Closing, the Company
sold (the "Offering") in a private offering made solely to
accredited investors three thousand eight hundred and sixty five
(3,865) units (the "Units") at a purchase price of $1,500 per
Unit for aggregate gross proceeds of approximately $5,797,500.
Each Unit consisted of 500 shares of the Company's Series A
Convertible Preference Shares, par value $0.00064 ("Series A
Preference Shares") and 500 Ordinary Shares (1,932,500 Series A
Preference Shares and 1,932,500 Ordinary Shares in the
aggregate). The Series A Preference Shares and Ordinary Shares
sold in the Offering were issued pursuant to the exemptions from
the registration requirements of the Securities Act provided
under Section 4(2) of the Securities Act and Rule 506 promulgated
thereunder.
In January 2008, shareholders of the Registrant approved a
name change of the Registrant from "Tiger Growth Corporation" to
"Aegean Earth & Marine Corporation."
Proposed Business Plan
The focus of the Company 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 in Greece and
other parts of Southern and Eastern Europe. The Company also
intends to be active in acquiring complimentary companies to
increase project opportunities and revenue. The Company is
actively pursuing construction opportunities both in the private
and public sectors throughout the Mediterranean, Middle East, and
Northern Africa regions. The Company is actively pursuing the
acquisition of one company which the Company believes 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.
The Company intends to take advantage of what it perceives
to be an increase in the demand for construction in the
Mediterranean and Balkan countries. The Company has 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, Mr. Clancy, the Managing Director of Aegean Earth who
became an officer of the Company following the Acquisition, has
prior experience in the negotiation and development of
construction projects in the residential, commercial, and
industrial sectors over the past 30 years.
The Company believes that there is strong opportunity in
construction in the Mediterranean and Balkan countries. In
Greece, where Aegean Earth is headquartered, a number of
governmental initiatives have been announced that the Company
believes will increase potential construction and development in
Greece. In 2007, it was announced by the European Union 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. The Company intends to
focus a significant portion of its efforts in 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. The
Company believes that this increase in tourism will continue, and
could result in the need for additional hotels and marinas to be
built, resulting in additional opportunities for the Company. 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. The Company is actively
working with existing suppliers, managers, operators and property
owners in pursuing this lucrative area of business. The Company
has 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.
Proposed Acquisition
One of the Company's intended methods of growth is through
the acquisition of complimentary construction, engineering, or
development companies in Greece and elsewhere in Europe. The
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Company has begun the process of identifying a number of
acquisition targets that will potentially allow it to generate
immediate revenue through existing projects.
The Company has 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.
Employees
As of April 13, 2008, the Company had four employees, two of
which are full time.
Competition
The real estate construction, engineering and development
business in the areas that the Company contemplates doing
business in is highly competitive and the Company believes 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. The Company is 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). Such competitors have greater financial,
personnel and other resources and more extensive experience in
the development/engineering/construction business than the
Company. See "Item 1A.- Risk Factors."
Properties
The Company does not own or rent any property. The Company
utilizes office space and office equipment of its officers and
directors at no cost.
ITEM 1A. RISK FACTORS
Risks Related to the Company and Our Proposed Business
The Company and its wholly owned subsidiary Aegean Earth 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 the Company will decline.
The Registrant was founded in 2006 and Aegean Earth was
founded in 2007. Neither the Registrant nor Aegean Earth has any
operating history. The Company is wholly dependent on the net
proceeds it received in the Offering to begin to implement its
business plan. The Company has no revenue and will not be able
to generate revenue unless and until it generates construction
projects and/or acquires entities that are received and/or
construction projects.
We may require additional capital to pursue our business plan.
The Company received approximately $5.8MM of gross proceeds
of the Offering. The Company may not be able to execute its
current business plan and fund business operations long enough to
achieve profitability without obtaining additional capital. The
Company has convertible bridge notes outstanding that are due on
demand. To date no demand has been made. Moreover, if the
bridge notes are not converted to Ordinary Shares and the Company
is required to repay the bridge notes, this would reduce the
funds available to the Company and accelerate the need for
additional capital. The Company intends to utilize its current
3
working capital to effectuate acquisitions and bid on smaller
projects until revenues are generated, however it may need to
raise additional capital to fully complete its business plan or
obtain material contracts and/or complete one or more strategic
acquisitions. 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 the
Company. The Company 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
stockholders. Also, the terms of securities the Company may issue
in future capital transactions may be more favorable for our
subsequent investors. Newly issued securities may include
preferences, superior voting rights, or be issued with warrants
or other derivative securities, which may have additional
dilutive effects. Further, the Company 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. The Company's
ability to obtain needed financing may be impaired by such
factors as the capital markets, its Ordinary Shares are neither
quoted and/or traded and that the Company is not profitable,
which could impact the availability or cost of future financings.
If the amount of capital the Company is able to raise from
financing activities, together with its revenue from operations,
is not sufficient to satisfy its capital needs, the Company may
be required to reduce or cease operations.
An integral part of the Company's Business Plan involves
acquisitions which may or may not be completed.
The Company intends to utilize acquisitions as part of its
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 the Company to
participate in certain types of projects. The Company has
entered into a Memorandum of Understanding regarding the
potential acquisition by the Company of a Greek construction
company that is the subject of bankruptcy proceedings under the
laws of Greece. There can be no assurances that the Company will
complete the proposed acquisition, the terms thereof or that the
Company will be able to complete any acquisitions of other
companies. The failure by the Company to complete an acquisition
could have a material adverse effect on the Company.
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 the Company and its 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;
* overbuilding 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.
4
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.
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.
5
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 certain key management personnel.
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 will be residents Outside of
the U.S.; Potential Unenforceability of Civil Liabilities and
Judgments
We believe some of our officers and directors will be
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 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.
6
Risks Related to our Ordinary Shares
If the Company is 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. 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
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.
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 (the "OTCBB") or another trading and/or
quotation medium, there can be no assurance as to when or if our
7
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
rules are burdensome and may reduce purchases of any offerings
and reduce the trading activity for the common stock. As long as
the common stock is subject to the penny stock rules, the holders
of its shares may find it more difficult to sell their
securities.
The Company has never declared or paid dividends on its Ordinary
Shares and the Company does not currently anticipate paying any
cash dividends in the foreseeable future.
The Company has never declared or paid dividends on its
Ordinary Shares and the Company does not currently anticipate
paying any cash dividends in the foreseeable future. The Company
currently intends to retain future earnings, if any, to fund the
development and growth of its business. Except for the rights of
holders of the Series A Preference Shares to receive dividends,
any future determination to pay dividends on Ordinary Shares will
be at the discretion of the Company's board of directors and will
be dependent upon the Company's financial condition, operating
results, capital requirements, applicable contractual
restrictions and other such factors as the Company's 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 70% of our outstanding Ordinary Shares are
under the control of insiders of the Company and their
affiliates. As a result, these shareholders 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 the
Company. Certain of such persons are also directors and/or
executive officers of the Company.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2 PROPERTIES
We do not own or rent any property. We utilize the office
space and equipment of our officer and directors at no cost.
8
ITEM 3. LEGAL PROCEEDINGS
We are not party to any legal proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders
during the fourth quarter of 2007.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
(a) Market information
Our ordinary shares have not been listed for trading on the
OTC Bulletin Board or on any stock exchange.
(b) Holders
As of April 13, 2008, there were approximately 490 record
holders of the Company's Ordinary Shares.
(c) Dividends
We have not paid any cash dividends to date and we do not
anticipate or contemplate paying dividends in the foreseeable
future. It is the present intention of management to utilize
available funds for development of our business.
(d) Securities authorized for issuance under equity compensation
plans
As of December 31, 2007, we had no securities authorized for
issuance under equity compensation plans. We intend to adopt an
equity compensation plan in 2008.
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below has been derived
from our audited financial statements appearing elsewhere herein.
Period from March 10, 2006
Year Ended (Date of Inception)
December 31, 2007 to December 31, 2006
----------------- --------------------------
Revenues $ - $ -
Expenses 94,135 26,374
Net Loss (97,418) (25,862)
Basic and diluted
loss per share $ (0.05) $ (0.01)
Total Assets $ 237,925 $ 35,972
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
The Company was formed on March 10, 2006 ("Inception")
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, the Company completed the Acquisition of Aegean Earth
pursuant to the Acquisition Agreement. Effective at the
Acquisition Closing Aegean Earth became the Company's wholly-
owned subsidiary and the Company's business became that of Aegean
Earth.
Plan of Operation
Prior to the Acquisition, the Company had not engaged in any
business activities that generate revenue and its activities
prior to the Acquisition had been primarily focused upon our
formation and raising capital. Subsequent to the Acquisition,
the Company's business became that of Aegean Earth.
The following information relates to the Company prior to its
acquisition of Aegean Earth:
Results of Operations
Year ended December 31, 2007 compared to period of inception
- ------------------------------------------------------------
(March 10, 2006) through December 31, 2006
- ------------------------------------------
Operating Expenses
Because we had not had any business operations, we did not
realize any revenues since inception. Total operating expenses
for the year ended December 31, 2007 increased to $94,135 from
$26,374 for the period from inception (March 10, 2006) through
December 31, 2006. This increase is related to due diligence and
other expenses related to our acquisition of Aegean Earth in
2008.
Liquidity and Capital Resources
As of December 31, 2007, we had $152,789 in cash available
and negative working capital of $(75,930). We had cash available
of $35,972 and working capital of $21,488 as of December 31,
2006. Taking into account our fundraise of $5.7 million in 2008,
we believe that we will be able to meet all of our funding needs
in the next twelve months, including additional planned
acquisitions. No assurances can be given, however, that our
business plan will succeed and that we will be not need to seek
additional external financing.
ITEM 7A. QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
None.
ITEM 8. FINANCIAL STATEMENTS
The financial statements of the Company, including the notes
thereto and report of the independent auditors thereon, are
included in this report as set forth in the "Index to Financial
Statements." See F-1 for Index to Consolidated Financial
Statements.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
10
ITEM 9A(T). CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.
- -------------------------------------------------
We maintain disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our
reports filed pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act") is recorded, processed, summarized
and reported within the time periods specified in the SEC's
rules, regulations and related forms, and that such information
is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.
As of December 31, 2007, we carried out an evaluation, under the
supervision and with the participation of our principal executive
officer and our principal financial officer of the effectiveness
of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our principal executive
officer and our principal financial officer concluded that our
disclosure controls and procedures were effective as of the end
of the period covered by this report.
Management's Report on Internal Control Over Financial Reporting
Our management is also responsible for establishing and
maintaining adequate internal control over financial reporting.
The Company's internal control over financial reporting is
designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles.
Our internal control over financial reporting includes those
policies and procedures that:
* Pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
* Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and
that our receipts and expenditures are being made only in
accordance with authorizations of the Company's management and
directors; and
* Provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
our assets that could have a material effect on the financial
statements.
As of December 31, 2007, our management conducted an assessment
of the effectiveness of the Company's internal control over
financial reporting. Based on this assessment, management has
determined that the Company's internal control over financial
reporting was effective as of December 31, 2007.
This annual report does not include an attestation report of the
Company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not
subject to attestation by the Company's registered public
accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only
management's report in this annual report.
Changes in Internal Controls.
- -----------------------------
There have been no changes in our internal controls over
financial reporting during our most recent fiscal quarter that
has materially affected or is reasonably likely to materially
affect our internal controls.
ITEM 9B. OTHER INFORMATION
None.
11
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our officers and directors and additional information
concerning them are as follows:
Name Age Position
- ---------------------------------------------------------------
Frank DeLape* 53 Executive Chairman and Director
- ---------------------------------------------------------------
Joseph Clancy* 67 Director
- ---------------------------------------------------------------
Rizos Krikis* 43 Chief Financial Officer
- ---------------------------------------------------------------
Joseph Rozelle** 34 President, Chief Financial Officer
and Director
- ---------------------------------------------------------------
David Richardson** 51 Director
- ---------------------------------------------------------------
* Messrs. DeLape, Clancy and Krikis were appointed to their
respective positions with the Company effective as of February
29, 2008.
**Effective as of the closing of the Acquisition, Mr. Rozelle
resigned as President and Chief Financial Officer of the Company
and effective as of April 13, 2008, Messrs. Richardson and
Rozelle resigned as directors of the Company.
Frank DeLape. Director and Executive Chairman - Frank DeLape is a
co-founder of the Company and was appointed a director and the
Executive Chairman of the Company 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. 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 stockholder 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 of
the Company on February 29, 2008. Prior thereto, Mr. Clancy was
a Manager of Aegean Earth 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
12
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
Chief Financial Officer of the Company on February 29, 2008. 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. From 2004 to 2007, Mr. Krikis was Chief
Financial Officer of Cosmotelco Telecommunications in Greece.
Prior to 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 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.
David Richardson. David Richardson served as one of our directors
from April 2006 to April 2008. Mr. Richardson is an Executive
Director of Lighthouse Capital Insurance Company (Fortis'
insurance affiliate in the Cayman Islands), and the President and
CEO of Mid-Ocean Consulting Group Ltd., which guides both
institutions and individuals on sophisticated international
structuring and tax related strategies. From 2003 through 2005,
Mr. Richardson served as the President of Oceanic Bank and Trust
Limited's Insurance Specialty Unit. Prior thereto, in 1996, he
became the Head of Private Banking for MeesPierson, a Dutch
merchant/private bank in the Cayman Islands. Following that, he
became the Managing Director for MeesPierson (Bahamas) Ltd. and
Chairman of Lighthouse Capital Insurance Company. David
Richardson began his professional career in the investment
business over 20 years ago, working for one of Canada's
preeminent investment houses; Walwyn, Stodgell, Cochrane and
Murray (now Merrill Lynch Canada). In 1987, he joined the Bank
of Bermuda in Bermuda as Portfolio Manager, where he personally
oversaw the management of in excess of $350 million for the
Bank's top tier clientele. From there he moved to the Bank of
Bermuda's wholly owned trust subsidiary, Bermuda Trust Company
serving as Assistant Manager and Director of Americas' marketing
activities. Mr. Richardson is a graduate of the University of
Toronto (Hon.BSc) with a post graduate degree from Northwestern
University (NTS Graduate), as well as possessing a number of
professional affiliations including a Member of STEP, the ITPA
and the Bahamas International Insurance Association.
Joseph Rozelle. Joseph Rozelle served as one of our directors
from April 2006 to April 2008. In addition, Mr. Rozelle served
as our President and Chief Financial Officer from September 2006
to February 2008. Mr. Rozelle is currently the President of
Nautilus Global Partners, a Limited Liability Company dedicated
to facilitation of "going public" transactions for foreign and
domestic operating companies on the public United States
Exchanges. Prior to joining Nautilus in 2006, Mr. Rozelle was a
consultant with Accretive Solutions, providing Sarbanes-Oxley
Compliance consulting and other accounting related consulting
services. Prior thereto, Mr. Rozelle worked with Momentum Equity
Group, LLC and Momentum Bio Ventures as a Principal Analyst in
the spring of 2002 and winter of 2003, respectively. At Momentum,
Mr. Rozelle was responsible for financial modeling, due
diligence, and preparation of investment summaries for client
companies. Prior to joining Momentum, Mr. Rozelle was an
associate with Barclays Capital in the Capital Markets Group,
specializing in asset securitization. Prior thereto, he was the
Assistant Vice President of Planning and Financial Analysis for a
regional commercial bank and was responsible for all of the
corporate financial modeling, risk analysis, mergers and
acquisition evaluation, and corporate budgeting. Before his
tenure in commercial banking, Mr. Rozelle served as a senior
auditor with Arthur Andersen, where he was involved in a variety
of filings with the SEC involving corporate mergers, spin-offs,
public debt offerings, and annual reports. Mr. Rozelle holds a
Bachelors of Business Administration degree from the University
of Houston and a Masters of Business Administration degree from
the Jesse H. Jones School of Management at Rice University. Mr.
Rozelle is also the sole director and sole executive officer of
VPGI, Inc., a public corporation.
Each of our directors is elected by holders of a majority of
the ordinary shares to serve for a term of one year and until his
successor is elected and qualified, which is generally at the
annual meeting of shareholders. Officers serve at the will of the
board, subject to possible future employment agreements which
would establish term, salary, benefits and other conditions of
employment. No employment agreements are currently contemplated.
13
Significant Employees
None
Family Relationships
None
Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no
criminal proceedings and no judgments, injunctions, orders or
decrees material to the evaluation of the ability and integrity
of any director, executive officer, promoter or control person of
our Company during the past five years.
Board Committees
Our Board of Directors has no separate committees and our
Board of Directors acts as the Audit Committee and the
Compensation Committee. We do not have a qualified financial
expert serving on our Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act requires our
directors, executive officers and persons who own more than 10%
of our common stock to file reports of ownership and changes in
ownership of our common stock with the Securities and Exchange
Commission. Directors, executive officers and persons who own
more than 10% of our common stock are required by Securities and
Exchange Commission regulations to furnish to us copies of all
Section 16(a) forms they file.
Based solely on our review of such forms furnished to us
and written representations from certain reporting persons, we
believe that all filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners are
currently in compliance, except for Form 4 filings by Mr.
Rozelle, Mr. Richardson and Mr. DeLape and Form 3 filings by Mr.
Clancy and Mr. Krikis.
Code of Ethics
We have not adopted a code of ethics that applies to our
principal executive officer, principal financial officer,
principal accounting officer, or persons performing similar
functions, because of the small number of persons involved in the
management of the Company.
ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Compensation discussion and analysis
We have not paid salaries to our executive officers.
Following the Acquisition, we intend to compensate our executive
officers after a period of time depending upon the progress
toward achieving our business strategy. Our Board of Directors
will determine the compensation given to our executive officers.
We do not have a compensation committee nor do we have any
executive compensation program in place. In addition to base
compensation levels, our Board of Directors will also determine
whether to issue executive officers equity incentives in
consideration for services rendered and/or to award incentive
bonuses which are linked to our performance, as well as to the
individual executive officer's performance. Such awards may also
include long-term stock based compensation to certain executives
which is intended to align the performance of our executives with
our long-term business strategies.
14
Incentive Bonus
The Board of Directors may grant incentive bonuses to our
executive officers in its sole discretion, if the Board of
Directors believes such bonuses are in the Company's best
interest, after analyzing our current business objectives and
growth, if any, and the amount of revenue we are able to generate
each month, which revenue is a direct result of the actions and
ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent
necessary to support the Company's long-term business strategy we
may award certain executives with long-term, stock-based
compensation in the future, in the sole discretion of our Board
of Directors.
Criteria for Compensation Levels
We have not set compensation levels for our executive
officers. However, in the future, our Board of Directors,
intends to establish compensation levels for our executive
officers, and in connection therewith may consider many factors,
including, but not limited to, the individual's abilities and
performance that results in: the advancement of corporate goals
of the Company, execution of our business strategies,
contributions to positive financial results, and contributions to
the development of the management team and other employees. In
determining compensation levels, our Board of Directors may also
consider the experience level of each particular individual
and/or the compensation level of executives in similarly situated
companies in our industry.
SUMMARY COMPENSATION TABLE
We have not paid salaries to our former officers, and have
not yet determined future salaries for our executive officers.
The principals of Aegean Earth to date have been paid
compensation as consultants rather than taking a salary from
Aegean Earth.
Employment Agreements
We have not entered into employment agreements with any of
our other executive officers and/or directors. 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 of the Company and Mr. DeLape.
Compensation of Directors
We have not paid our directors compensation for serving as
one of our 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.
Securities Authorized for Issuance under Equity Compensation
Plans
We currently do not have an equity compensation plan in
place for our executives.
15
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of
April 14, 2008 regarding 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:
Name and address of Beneficial Owner Number Percent
- ------------------------------------ --------- -------
of Shares of Class (1)
--------- ------------
Directors and Named Executive Officers(2):
Joseph Clancy (3) 250,000 3.4%
Frank DeLape (4) 5,237,501 72.2%
Rizos Krikis -
Joseph Rozelle* -
David Richardson* 78,034 1.1%
All directors and named executive officers
as a group (3 persons) 5,565,535 76.7%
Other 5% or Greater Beneficial Owners
Access America Fund, L.P.(5)
1800 West Loop South
Houston, TX 77027 4,987,501 68.8%
* Effective as of the consummation of the Acquisition, Joseph
Rozelle resigned as a director and officer of the Company and
David Richardson resigned as a director of the Company.
(1) Beneficial ownership is calculated based on an aggregate of
4,503,033 Ordinary Shares outstanding as of April 13, 2008.
Beneficial ownership is determined in accordance with
Exchange Act Rule 13d-3. The number of 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 13, 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 these options and warrants but are not deemed
outstanding for the purposes of computing the percentage
ownership of any other person. The persons and entities
named in the table have sole voting and sole investment
power with respect to the shares set forth opposite the
stockholder's name, subject to community property laws,
where applicable.
(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) Includes 2,394,005 Ordinary Shares held by Access America
Fund, LLP ("AAF") and 2,500,000 Ordinary Shares issuable to
AAF upon conversion of the Bridge Notes. Such amount does
not include any Ordinary Shares issuable upon conversion of
the Series A Preference Shares owned by AAF and purchased in
the Offering as such Series A Preference Shares are not
convertible within 60 days of the date hereof. Access
America Investments LLC ("AAI") is the general manager of
AAF. Mr. DeLape is the Chairman of AAI and he is also a
control person 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. The amount of Ordinary
Shares also excludes 250,000 Ordinary Shares issuable upon
the exercise of stock options, which the Company has agreed
to issue to Mr. DeLape. The exercise terms of such options
have not been determined.
16
(5) Consists of 2,394,005 Ordinary Shares and 2,500,000 Ordinary
Shares issuable upon conversion of the Bridge Notes.
Excludes (i) all Ordinary Shares issuable upon conversion of
the Series A Preference Shares owned by AAF and purchased in
the Offering as such Series A Preference Shares are not
convertible within 60 days of the date hereof and (ii)
250,000 Ordinary Shares issuable upon the exercise of
options which the Company has agreed to issue to Mr. DeLape.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
On April 10, 2006, we issued an aggregate of 1,050,000 of
our ordinary shares to the individuals and entities set forth
below for $1,050 in cash, at a purchase price of $0.001 per
share, as follows:
Name Number of Relationship to Us
Shares
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Nautilus Global Partners, LLC 1,000,000 At the time of the transaction,
700 Gemini, Suite 100 Joseph Rozelle, was our President,
Houston, TX 77058 Chief Financial Officer and a
director and he was, and still
currently is, the President of
Nautilus Global Partners, LLC.
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
Mid-Ocean Consulting Limited 50,000 At the time of the transaction,
Bayside House David Richardson, was one of our
Bayside Executive Park directors and he was, and still
West Bay Street & Blake Road currently is, the owner, president
Nassau, Bahamas and CEO of Mid-Ocean Consulting.
- ------------------------------------------------------------------------------
Our Board of Directors does not have any policies or
procedures that it follows in connection to transactions it
undertakes with related parties. The determination of any
policies or procedures will be made after we consummate a
business combination.
Mr. Clancy, who was appointed a director of the Company
effective as of the Acquisition Closing, was a controlling
stockholder and a Manager of Aegean Earth, prior to the
Acquisition. Pursuant to the terms of the Acquisition Agreement,
Mr. Clancy received 250,000 Ordinary Shares in exchange for his
capital stock of Aegean Earth.
Access America Fund, LP ("AAF") previously agreed to loan to
the Company up to $500,000. In November 2007, AAF loaned to the
Company $300,000, which loan is evidenced by a convertible bridge
note. The loans were used by the Company to provide working
capital to Aegean Earth prior to the Acquisition. The bridge
note bears interest at the rate of 6% per annum and are payable
on demand. The bridge note, is convertible at any time and from
time to time by the holder into an aggregate of approximately
2,500,000 Ordinary Shares in the aggregate. Mr. Frank DeLape,
the Company's Executive Chairman is the Chairman of Access
America Investments, LLC ("AAI"), the general partner of AAF and
Joseph Rozelle, a director and Chief Financial Officer of the
Company at the time the loans were made is the Chief Financial
Officer of AAI. The control person of AAF is AAI. Mr. DeLape
may be deemed a control person of AAI.
17
Director Independence
Our Board of Directors does not believe that any of the
directors qualifies as independent under the rules of any of the
national securities exchanges.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
Audit fees include fees paid by the Company to its auditors
in connection with the annual audit of the Company's financial
statements and the auditor's review of the Company's interim
financial statements. The aggregate fees billed to the Company
by PMB Helin Donovan LLP for audit services for the fiscal year
ended
December 31, 2007 and the period from inception (March 10, 2006)
through December 31, 2006 were $4,240 and $5,800, respectively.
Audit Related Fees
Audit related fees include fees paid by the Company to its
auditors for services related to accounting consultations and
internal control review. There were no audit-related fees paid
by the Company for either the fiscal year ended December 31, 2007
or the period from inception (March 10, 2006) through December
31, 2006.
Tax Fees
Tax fees include fees paid by the Company to its auditors
for corporate tax compliance and tax advisory services. There
were no tax-related fees billed to the Company for either of the
fiscal year ended December 31, 2007 or the period from inception
(March 10, 2006) through December 31, 2006.
All Other Fees
All other fees include fees paid by the Company to its
auditors for all other services rendered by the auditor to the
Company. There were no fees for other services paid by the
Company for the year ended December 31, 2007 or the period from
inception (March 10, 2006) through December 31, 2006.
Pre-Approval of Services
We do not have an audit committee. As a result, our board
of directors performs the duties of an audit committee. Our board
of directors evaluates and approves in advance the scope and cost
of the engagement of an auditor before the auditor renders the
audit and non-audit services. We do not rely on pre-approval
policies and procedures.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
(a)(1) Financial Statements:
The list of financial statements filed as part of this
annual report is provided on page F-1.
(a)(2) Financial Statement Schedules
None
(a)(3) Exhibits:
18
Exhibit
Number Description
3.1 Amended Memorandum and Articles of Association (1)
3.2 Memorandum of Association (1)
3.3 Articles of Association (1)
4.1 Resolutions of the Registrant's Board of Directors
establishing and approving the terms of the Series A Preference
Shares. (1)
31.1 Certification of Certification of Principal Executive
Officer and Principal Financial Officer pursuant to Rule 13a-
14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 Certification of Principal Executive Officer and Principal
Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(1) Previously Filed
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: April 18, 2008 AEGEAN EARTH AND MARINE CORPORATION
--------------
By: /s/ Frank DeLape
----------------------------------
Name: Frank DeLape
Title: Executive Chairman
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the
dates indicated.
Date: April 18, 2008 /s/ Frank DeLape
-------------- --------------------------------------
Name: Frank DeLape
Title: Executive Chairman and Director
(Principal Executive Officer)
Date: April 18, 2008 /s/ Rizos Krikis
-------------- --------------------------------------
Name: Rizos Krikis
Title: Chief Financial Officer (Principal
Financial Officer and Principal
Accounting Officer)
Date: April 18, 2008 /s/ Joseph Clancy
-------------- ---------------------------------------
Name: Joseph Clancy
Title: Director
19
Aegean Earth and Marine Corporation
(formerly Tiger Growth Corporation)
(A Development Stage Company)
Index to Financial Statements
PAGE
----
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 from 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 from March 10, 2006 (date of
inception) through December 31, 2007..................... F-5
Statements of Cash Flows for the year ended December 31,
2007, the period March 10, 2006 (date of inception)
through December 31, 2006 and the cumulative
period from March 10, 2006 (date of inception)
through December 31, 2007................................ F-6
Notes to Financial Statements............................... F-7
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, 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 $5.7 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
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
Aegean Earth and Marine Corporation
(formerly Tiger Growth Corporation)
(A Development Stage Company)
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 State
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
F-7
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.
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.
F-8
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 after
December 15, 2008. Management of the Company does not expect the
adoption of this pronouncement to have a material impact on its
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 from
time to time by the Board of Directors. At December 31, 2007,
F-9
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 stockholders 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.
F-10