UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 29, 2008
AEGEAN EARTH AND MARINE CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Cayman Islands 000-52136 N/A
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
c/o Nautilus Global Partners
700 Gemini, Suite 100
Houston, TX 77027
-------------------------------------------------
(Address of Principal Executive Offices/Zip Code)
(281) 488-3883
----------------------------------------------------
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(B))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c))
under the Exchange Act (17 CFR 240.13e-4(c))
Item 9.01. Financial Statements and Exhibits.
In connection with the Acquisition reported in Aegean Earth and
Marine Corporation's (the "Company") Form 8-K filed with the
Securities and Exchange Commission on March 6, 2008, the Company
is filing the following financial statements, pursuant to Item
9.01 of Form 8-K herewith:
Pro forma information for the Company reflecting the Acquisition
has not been provided because historically, the Company has had
no operations and, therefore, a pro forma presentation of the
Company's financial information would, for the most part, be a
presentation of Aegean Earth S.A.'s historical financial
statements. The business of the Company going forward will be
the business of Aegean Earth S.A. and, accordingly, a more
accurate representation of the effect of the Acquisition on a pro
forma basis is provided by a review of Aegean Earth S.A.'s
financial statements attached hereto as Exhibit 99.1
(a) Financial statements of business acquired.
-----------------------------------------
Audited Financial Statements of Aegean Earth S.A. for its fiscal
years ended December 31, 2007 and 2006.
(d) Exhibits
--------
Exhibit
Number Exhibit Description
- ------- -------------------
99.1 Audited Financial Statements of Aegean Earth S.A. for
its fiscal years ended December 31, 2007 and 2006
Information regarding the Company is contained in the Company's
latest quarterly report on Form 10-Q filed with the SEC and is
available at www.sec.gov.
This Amended Current Report on Form 8-K/A may contain, among
other things, certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including, without limitation, statements with respect to the
Company's plans, objectives, expectations and intentions and
other statements identified by words such as may, could, would,
should, believes, expects, anticipates, estimates, intends, plans
or similar expressions. These statements are based upon the
current beliefs and expectations of the Company's management and
are subject to significant risks and uncertainties. Actual
results may differ from those set forth in the forward-looking
statements. These forward-looking statements involve certain
risks and uncertainties that are subject to change based on
various factors (many of which are beyond the Company's control).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
AEGEAN EARTH AND MARINE CORPORATION
Date: April 21, 2008 By: /s/ Rizos Krikis
--------------------------------
Rizos Krikis
Chief Financial Officer
(Principal Accounting and
Financial Officer)