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