Energy Infrastructure Acquisition Corp. - Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

Amendment No. 1

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2007.

o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _______ to _______.

Commission File Number: 001-32685

Energy Infrastructure Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		20-3521405
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Suite 1300, 1105 North Market Street

Wilmington, Delaware 19899

(Address of Principal Executive Offices including Zip Code)

(302) 655-1771

(Registrant’s Telephone Number, Including Area Code)

_______________________________________________________

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No o

There were 27,221,747 shares of the Registrant’s common stock issued and outstanding as of November 16, 2007.

EXPLANATORY NOTE

Energy Infrastructure Acquisition Corp. (the "Company") is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007, which was originally filed on November 19, 2007 (the “Original Filing”), to reflect the effect of the restatement of its unaudited financial statements for the quarters ended September 30, 2006, March 31, 2007, June 30, 2007 and September 30, 2007 and its audited financial statements for the year ended December 31, 2006.

On March 17, 2008, the Board of Directors of the Company determined that in connection with the preparation and audit of the Company’s financial statements for the year ended December 31, 2007, it was appropriate to restate its previously issued unaudited financial statements for the quarters ended September 30, 2006, and March 31, 2007, June 30, 2007 and September 30, 2007, and its audited financial statements for the year ended December 31, 2006. The restated audited financial statements for the year ended December 31, 2006 were included in the Company’s December 31, 2007 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on April 1, 2008.

The Company determined that interest potentially distributable to redeeming stockholders was incorrectly calculated for the period from July 21, 2006 through June 30, 2007. Accordingly, the related liability was therefore overstated at September 30, 2006, December 31, 2006, March 31, 2007 and June 30, 2007. At September 30, 2007, the Company had recorded $592,918 of deferred interest on funds held in trust as a liability payable to stockholders who vote against a business combination. Based on the Company’s revised calculations, the deferred interest on funds held in trust should have been $564,697 at September 30, 2007. At no time did this matter affect the funds held in the trust account or the rights of the Public Stockholders with respect to their redemption rights.

The impact of the restatement is summarized in Note 10. In conjunction with the restatement, the Company also recorded two additional minor adjustments, also described in Note 10.

Although this Form 10-Q/A sets forth the Original Filing in its entirety, this Form 10-Q/A only amends the financial statements, as described in this explanatory note, Item 4. Controls and Procedures, and Exhibits 31.1, 31.2, and 32. This Amendment does not affect any other parts of the Original Filing, and no other information in the Original Filing is amended hereby. Except for the amendments described above, this Form 10-Q/A continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. This Form 10-Q/A should also be read in conjunction with our filings made with the Securities and Exchange Commission subsequent to the date of the Original Filing, including any Current Reports on Form 8-K filed subsequent to the date of the Original Filing.

Energy Infrastructure Acquisition Corp. Index to Form 10-Q/A

Part I.	Financial Information

	Item 1. Condensed Financial Statements (unaudited)

	Condensed Balance Sheets	2

	Condensed Statements of Operations	3

	Condensed Statement of Stockholders’ Equity	4

	Condensed Statements of Cash Flows	5

	Notes to Condensed Financial Statements	6

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	18

	Item 4. Controls and Procedures	18

Part II.	Other Information

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19

	Item 6. Exhibits	20

SIGNATURES

ITEM 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

ENERGY INFRASTRUCTURE ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2007			2006
	(Unaudited)			(Restated)
	(Restated)
ASSETS
Current assets:
Cash	$	59,201		$	553,716
Money market funds - held in trust		215,529,086			211,414,806
Prepaid expenses		122,667			113,960
Total assets	$	215,710,954		$	212,082,482

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$	486,378		$	202,185
Amounts due to underwriter		2,509,642			2,757,186
Deferred interest on funds held in trust		564,697			—
Accrued interest payable to stockholder		17,583			58,649
Due to stockholder		—			193,188
Term loan payable to stockholder		—			475,000
Convertible loans payable to stockholder		2,685,000			2,685,000
Total liabilities		6,263,300			6,371,208

Common stock subject to possible redemption - 6,525,118 shares at redemption value		64,619,129			64,619,129

Commitments and contingencies

Stockholders’ equity:
Preferred stock, $0.0001 par value; authorized - 1,000,000 shares; issued - none		—			—
Common stock, $0.0001 par value; authorized - 89,000,000 shares; issued and outstanding - 27,221,747 shares, inclusive of 6,525,118 shares subject to possible redemption		2,722			2,722
Paid-in capital in excess of par		152,662,078			143,932,603
Deficit accumulated during the development stage		(7,836,275	)		(2,843,180	)
Total stockholders’ equity		144,828,525			141,092,145
Total liabilities and stockholders’ equity	$	215,710,954		$	212,082,482

See accompanying notes to condensed financial statements.

ENERGY INFRASTRUCTURE ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						Period from August 11, 2005 (Inception) to September 30, 2007
	2007			2006			2007			2006			(Cumulative)
	(Restated)			(Restated)			(Restated)			(Restated)			(Restated)
Operating expenses, including stock-based compensation to management of $2,909,825 and $2,424,854 for the three months ended September 30, 2007 and 2006, $8,729,475 and $2,424,854 for the nine months ended September 30, 2007 and 2006, respectively, and $14,064,154 for the period from August 11, 2005 (inception) to September 30, 2007 (cumulative)	$	(3,257,857	)	$	(2,617,413	)	$	(9,903,261	)	$	(2,630,499	)	$	(15,829,116	)
Interest income		1,326,669			1,353,304			4,989,032			1,354,370			8,130,346
Interest expense - stockholder		(24,736	)		(22,291	)		(78,856	)		(28,243	)		(137,505	)
Net loss	$	(1,955,924	)	$	(1,286,400	)	$	(4,993,095	)	$	(1,304,372	)	$	(7,836,275	)
Net loss per common share - basic and diluted	$	(0.07	)	$	(0.06	)	$	(0.08	)	$	(0.11	)	$	(0.44	)
Weighted average number of common shares outstanding - basic and diluted		27,221,747			22,270,845			27,221,747			11,371,399			17,764,677

See accompanying notes to condensed financial statements.

ENERGY INFRASTRUCTURE ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY

	Common Stock						Paid-in Capital in Excess			Deficit Accumulated During the Development			Total Stockholders’
	Shares			Amount			of Par			Stage			Equity

Balance, August 11, 2005 (Inception)		—		$	—		$	—		$	—		$	—
Sale of shares to founding stockholders at $0.0043 per share		5,831,349			583			24,417			—			25,000
Net loss for the period ended December 31, 2005		—			—			—			(1,879	)		(1,879	)
Balance, December 31, 2005		5,831,349			583			24,417			(1,879	)		23,121
Shares surrendered and cancelled		(562,500	)		(56	)		56			—			—
Shares issued in private placement and public offering, net of offering costs		21,750,398			2,175			203,192,600			—			203,194,775
Shares issued to underwriter		202,500			20			(20	)		—			—
Shares reclassified to “Common stock subject to possible redemption” (Restated)		—			—			(64,619,129	)		—			(64,619,129	)
Stock-based compensation		—			—			5,334,679			—			5,334,679
Net loss for the year (Restated)		—			—			—			(2,841,301	)		(2,841,301	)
Balance, December 31, 2006 (Restated)		27,221,747			2,722			143,932,603			(2,843,180	)		141,092,145
Unaudited:
Stock-based compensation		—			—			8,729,475			—			8,729,475
Net loss for the nine months ended September 30, 2007 (Restated)		—			—			—			(4,993,095	)		(4,993,095	)
Balance, September 30, 2007 (Restated)		27,221,747		$	2,722		$	152,662,078		$	(7,836,275	)	$	144,828,525

See accompanying notes to condensed financial statements .

ENERGY INFRASTRUCTURE ACQUISITION CORP.

(a corporation in the development stage)

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)

	Nine Months Ended September 30,						Period from August 11, 2005 (Inception) to September 30, 2007
	2007			2006			(Cumulative)
	(Restated)			(Restated)			(Restated)
Cash flows from operating activities
Net loss	$	(4,993,095	)	$	(1,304,372	)	$	(7,836,275	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		8,729,475			2,424,854			14,064,154
Interest earned on funds held in trust		(5,552,300	)		(1,347,125	)		(8,682,659	)
Changes in operating assets and liabilities:
(Increase) decrease in -
Prepaid expenses		(8,707	)		(154,923	)		(122,667	)
Increase (decrease) in -
Accounts payable and accrued expenses		284,193			151,186			486,378
Deferred interest on funds held in trust		564,697			—			564,697
Accrued interest payable to stockholder		(41,066	)		28,243			17,583
Net cash used in operating activities		(1,016,803	)		(202,137	)		(1,508,789	)

Cash flows from investing activities
Funds placed in trust account		—			(209,250,000	)		(209,250,000	)
Withdrawals from trust account		1,500,000			400,000			2,500,000
Net cash provided by (used in) investing activities		1,500,000			(208,850,000	)		(206,750,000	)

Cash flows from financing activities
Proceeds from initial sale of common stock		—			—			25,000
Gross proceeds from private placement		—			8,253,980			8,253,980
Gross proceeds from public offering		—			209,050,000			209,050,000
Payments of offering costs		(309,524	)		(11,263,804	)		(11,695,990	)
Proceeds from stockholder loans		—			3,160,000			3,460,000
Repayment of stockholder loans		(475,000	)		(300,000	)		(775,000	)
Proceeds from (repayments of) stockholder advances		(193,188	)		218,188			—
Net cash provided by (used in) financing activities		(977,712	)		209,118,364			208,317,990

Net increase (decrease) in cash		(494,515	)		66,227			59,201
Cash at beginning of period		553,716			201,781			—
Cash at end of period	$	59,201		$	268,008		$	59,201

Supplemental disclosure of cash flow information:
Non-cash financing activity:
Increase in accrued offering costs and placement fees, net	$	—		$	2,972,739		$	2,413,215
Common stock subject to possible redemption	$	—		$	64,619,129		$	64,619,129
Cash paid during the periods for:
Interest	$	119,922		$	—		$	119,922
Income taxes	$	—		$	—		$	—

See accompanying notes to condensed financial statements.

ENERGY INFRASTRUCTURE ACQUISITION CORP.

(a corporation in the development stage)

NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

September 30, 2007

1. Basis of Presentation

The financial statements of Energy Infrastructure Acquisition Corp. (the “Company”) at September 30, 2007, for the three months and nine months ended September 30, 2007 and 2006, and for the period from August 11, 2005 (inception) to September 30, 2007 (cumulative), are unaudited. In the opinion of management, all adjustments (including normal recurring adjustments) have been made that are necessary to present fairly the financial position of the Company as of September 30, 2007, the results of its operations for the three months and nine months ended September 30, 2007 and 2006, and for the period from August 11, 2005 (inception) to September 30, 2007 (cumulative), and its cash flows for the nine months ended September 30, 2007 and 2006, and for the period from August 11, 2005 (inception) to September 30, 2007 (cumulative). Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The condensed balance sheet at December 31, 2006 has been derived from the audited financial statements.

The statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K, as filed with Securities and Exchange Commission on April 1, 2008.

The Company restated its September 30, 2007 financial statements as described in Note 10.

2. Organization and Proposed Business Operations

The Company was incorporated in Delaware on August 11, 2005 as a blank check company formed to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses in the energy or energy-related industries.

At September 30, 2007, the Company had not yet commenced any business operations and is therefore considered a “corporation in the development stage”. All activity through September 30, 2007 relates to the Company’s formation and the public offering, as described below. The Company has selected December 31 as its fiscal year-end.

The Company’s ability to commence operations was contingent upon obtaining adequate financial resources through a private placement in accordance with Regulation S under the Securities Act of 1933, as amended (the “Private Placement”), a public offering (the “Public Offering”, and together with the Private Placement, the “Offerings”) and a loan from an off-shore company controlled by the Company’s President and Chief Operating Officer, all of which were completed by August 31, 2006. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offerings, although substantially all of the net proceeds of the Offerings are intended to be generally applied toward consummating a business combination with an operating company. As used herein, a “target business” shall include one or more operating businesses that supports the process of bringing energy, in the form of crude oil, natural and liquefied petroleum gas, and refined and specialized products (such as petrochemicals), from production to final consumption throughout the world, and a “business combination” shall mean the acquisition by the Company of such a target business. There can be no assurances that the Company will be able to successfully effect a business combination.

On July 21, 2006, the closing date of the Public Offering, $202,500,000 was placed in a trust account at Lehman Brothers Inc. maintained by Continental Stock Transfer & Trust Company, New York, New York, as trustee (“Trust Account”). This amount includes the net proceeds of the Offerings, a convertible loan in the principal amount of $2,550,000 made prior to the consummation of the Public Offering by Robert Ventures Limited, an off-shore company controlled by the Company’s President and Chief Operating Officer, a term loan in the principal amount of $475,000 made prior to the consummation of the Public Offering by the Company’s President and Chief Operating Officer, $2,107,540 of contingent underwriting compensation and placement fees (the “Discount”), to be paid to the underwriters and Maxim Group LLC (“Maxim”), respectively, if and only if, a business combination is consummated. The funds in the Trust Account will be invested until the earlier of (i) the consummation of the Company’s first business combination or (ii) the liquidation of the Trust Account as part of a plan of dissolution and liquidation approved by the Company’s stockholders.

In addition to the contingent and/or deferred underwriting compensation and placement fees of $2,107,540 held in trust as described above, the Company was obligated to pay $412,699 in deferred placement fees to Maxim in connection with the Regulation S private placement and an additional underwriting fee of $500,000 deferred until the consummation of a business combination. Pursuant to amendments to the Underwriting Agreement, the underwriters subsequently agreed to waive the Company’s obligation to pay the underwriters such additional deferred underwriting fees of $500,000. On February 28, 2007, June 4, 2007 and September 5, 2007, the Company paid the first three of four quarterly installments of $103,175 due on the deferred placement fees of $412,699. At September 30, 2007, the fourth and final installment of $103,174 was included in accrued offering costs and placement fees.

On August 31, 2006, the underwriters of the Company’s public offering exercised their option to purchase an additional 675,000 units to cover over-allotments. An additional $6,750,000 was placed in the Trust Account, bringing the total amount placed into the Trust Account to $209,250,000. This additional amount includes the net proceeds of the over-allotment of $6,615,000, and an additional convertible loan made to the Company by Robert Ventures Limited of $135,000. The Company incurred an underwriting fee of $337,500 relating to this exercise, of which $202,500 is deferred and contingent upon the consummation of a business combination.

During the year ended December 31, 2006, the Company reimbursed certain of its officers and directors for $286,102 of travel and other similar reimbursable expenses through July 2006 that related directly to the Company's Public Offering, and which were therefore recorded as offering costs and charged directly to stockholders' equity.

The Company will use substantially all of the net proceeds to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that the Company’s capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used to finance the operations of the target business. Management believes that the working capital available, in addition to the funds available outside of the trust account, will be sufficient to allow the Company to either complete a business combination or to liquidate.

The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that public stockholders owning 30% or more of the outstanding stock sold in the Offerings vote against the business combination and elect to have the Company redeem their shares for cash, the business combination will not be consummated. All of the Company’s stockholders prior to the Offerings, including all of the officers and directors of the Company (the “Initial Stockholders”), have agreed to vote their 5,268,849 founding shares of common stock in accordance with the vote of the majority of shares purchased in the Offerings with respect to any business combination and to vote any shares they acquire in the Offerings, or in the aftermarket, in favor of the business combination. After consummation of the Company’s first business combination, all of these voting safeguards will no longer be applicable.

With respect to the first business combination that is approved and consummated, any holder of shares sold in the Public Offering (the “Public Stockholders”) who votes against the business combination, may demand that the Company redeem their shares. The per share redemption price will equal $10.00 per share (inclusive of a pro rata portion of the Discount ($0.10 per share)) and interest earned thereon, subject to certain reductions. Accordingly, Public Stockholders holding one share less than 30% of the aggregate number of shares sold in the Offerings may seek redemption of their shares in the event of a business combination.

The Company’s Amended and Restated Certificate of Incorporation provides for mandatory liquidation of the Company, without stockholder approval, in the event that the Company does not consummate a business combination within 18 months from the date of the consummation of the Public Offering, or 24 months from the consummation of the Public Offering if certain extension criteria have been satisfied. An off-shore company controlled by the Company’s President and Chief Operating Officer purchased an aggregate of 825,398 units in the Private Placement, but has waived its right to liquidation distributions with respect to the shares of common stock included in such units. Accordingly, in the event of such a liquidation, the amount in the Trust Account will be distributed to the holders of the shares sold in the Public Offering.

3. Summary of Significant Accounting Policies

Cash Equivalents and Concentrations

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Such cash and cash equivalents, at times, may exceed federally insured limits. The Company maintains its accounts with financial institutions with high credit ratings.

Income Taxes

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

For federal income tax purposes, substantially all expenses, except for interest and taxes, are deemed start-up and organization costs and must be deferred until the Company commences business operations, at which time they may be written off over a 60-month period.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Likewise, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

For federal income tax purposes, net operating losses can be carried forward for a period of 20 years until they are either utilized or until they expire.

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123R superseded APB No. 25 and amended SFAS No. 95, “Statement of Cash Flows”. SFAS No. 123R requires companies to measure the cost of employee services received in exchange for equity awards based on the grant date fair value of the awards, with the cost to be recognized as compensation expense in a company’s financial statements over the period of benefit, which is generally the vesting period of the awards.

The Company adopted SFAS No. 123R effective January 1, 2006, and is using the modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123R for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123R for all awards granted to employees prior to the effective date of SFAS No. 123R that remained unvested on the effective date.

Accordingly, the Company recognizes compensation cost for equity-based compensation for all new or modified grants issued after December 31, 2005. The Company did not have any modified grants during 2006 or 2007.

In addition, commencing January 1, 2006, the Company was required to recognize the unvested portion of the grant date fair value of awards issued prior to the adoption of SFAS No. 123R based on the fair values previously calculated for disclosure purposes over the remaining vesting period of the outstanding stock options and warrants. The Company did not have any unvested outstanding stock options and warrants at December 31, 2005.

Recent Accounting Pronouncements

In June 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”), which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in an income tax return. FIN 48 presents a two-step process for evaluating a tax position. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, based on the technical merits of the position. The second step is to measure the benefit to be recorded from tax positions that meet the more-likely-than-not recognition threshold, by determining the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement, and recognizing that amount in the financial statements. The Company adopted FIN 48 effective January 1, 2007. The adoption of FIN 48 did not have any impact on the Company’s financial statements. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The tax years 2005 and 2006 remain open to examination by the major taxing jurisdictions to which it is subject.

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“SFAS No. 157”), which establishes a formal framework for measuring fair value under generally accepted accounting principles. SFAS No. 157 defines and codifies the many definitions of fair value included among various other authoritative literature, clarifies and, in some instances, expands on the guidance for implementing fair value measurements, and increases the level of disclosure required for fair value measurements. Although SFAS No. 157 applies to and amends the provisions of existing FASB and AICPA pronouncements, it does not, of itself, require any new fair value measurements, nor does it establish valuation standards. SFAS No. 157 applies to all other accounting pronouncements requiring or permitting fair value measurements, except for: SFAS No. 123R, share-based payment and related pronouncements, the practicability exceptions to fair value determinations allowed by various other authoritative pronouncements, and AICPA Statements of Position 97-2 and 98-9 that deal with software revenue recognition. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently assessing the potential effect of SFAS No. 157 on its financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which provides companies with an option to report selected financial assets and liabilities at fair value. SFAS No. 159’s objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Generally accepted accounting principles have required different measurement attributes for different assets and liabilities that can create artificial volatility in earnings. SFAS No. 159 helps to mitigate this type of accounting-induced volatility by enabling companies to report related assets and liabilities at fair value, which would likely reduce the need for companies to comply with detailed rules for hedge accounting. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 requires companies to provide additional information that will help investors and other users of financial statements to more easily understand the effect of the company’s choice to use fair value on its earnings. SFAS No. 159 also requires companies to display the fair value of those assets and liabilities for which the company has chosen to use fair value on the face of the balance sheet. SFAS No. 159 does not eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157 and SFAS No. 107. SFAS No. 159 is effective as of the beginning of a company’s first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the company makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157. The Company is currently assessing the potential effect of SFAS No. 159 on its financial statements.

Excluding the foregoing, management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Income (Loss) per Common Share

Income (loss) per common share (basic and diluted) is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. The effect of outstanding warrants, stock options and convertible loans was either immaterial or anti-dilutive.

At September 30, 2007 and December 31, 2006, the Company had the following securities entitling the holder thereof to acquire shares of common stock as follows:

Warrants			21,750,398
Stock options			3,585,000
Convertible loans			537,000
Total			25,872,398

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 at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amounts of cash, money market funds, prepaid expenses, accounts payable, accrued expenses, notes, loans and amounts due to stockholder approximate their respective fair values due to the short-term nature of these items and/or the current interest rates payable in relation to current market conditions.

4. Private Placement and Public Offering

Private Placement

On January 2, 2006, George Sagredos, the Company’s President and Chief Operating Officer, entered into a binding firm commitment subscription agreement to purchase 825,398 units of the Company at $10.00 per unit pursuant to Regulation S under the Securities Act of 1933, as amended. In June 2006, Mr. Sagredos assigned such subscription agreement to Energy Corp., an off-shore Company that he controls, to purchase such securities on the same terms. On July 17, 2006, the subscription of $8,253,980 was funded.

Public Offering

On July 21, 2006, the Company, pursuant to its Public Offering, sold 20,250,000 units at a price of $10.00 per unit. Each unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant (“warrant”). Each warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $8.00 commencing on the later of the completion of a business combination with a target business or July 17, 2007, one year from the effective date of the Public Offering, and expires on July 17, 2010, four years from the date of the prospectus. The warrants will be redeemable at a price of $0.01 per warrant upon 30 days notice after the warrants become exercisable, only in the event that the last sale price of the common stock is at least $14.25 per share for any 20 trading days within a 30 trading day period ending on the third day prior to the date on which a notice of redemption is given.

On August 31, 2006, the underwriters of the Public Offering exercised their option to purchase an additional 675,000 units to cover over-allotments.

The common stock and warrants included in the units began to trade separately on October 4, 2006, and trading in the units ceased on such date.

The Company will use its best efforts to cause a registration statement to become effective on or prior to the commencement of the warrant exercise period and to maintain the effectiveness of such registration statement until the expiration of the warrants. If the Company is unable to maintain the effectiveness of such registration statement until the expiration of the warrants, and therefore is unable to deliver registered shares, the warrants may become worthless.

5. Notes and Advances Payable to Stockholder

On July 17, 2006, Robert Ventures Limited, an off-shore company controlled by Mr. Sagredos, loaned $2,550,000 to the Company in the form of a convertible note. Such loan bears interest at a per annum rate equivalent to the per annum interest rate applied to funds held in the Trust Account during the quarterly period covered by such interest payment (average 3.526% from inception to September 30, 2007). The Company is obligated to make quarterly interest payments on such loan following the expiration of the first full quarter after the date that it has drawn down at least $1,000,000 from accrued interest on the Trust Account to fund its working capital requirements. During the quarter ended December 31, 2006, the Company had met this requirement. Accordingly, on March 12, 2007, the Company made its first quarterly interest payment of interest accrued on this loan through February 28, 2007. Principal on the loan is due the earlier of the Company’s liquidation or the consummation of a business combination. The holder of the loan has the option to convert all of the principal of such indebtedness into units that are identical to the units offered in the Public Offering, at a conversion price of $10.00 a unit, commencing two days following the date the Company files a preliminary proxy statement with respect to a proposed business combination. In the event that the holder of the convertible loan elects to convert the full amount of the loan, it will receive 255,000 units which, upon separation of the units would result in the holder having an additional 255,000 shares of common stock and 255,000 warrants.

On August 31, 2006, in connection with the underwriters’ exercise of their option to purchase an additional 675,000 units to cover over-allotments, Roberts Ventures Limited loaned an additional $135,000 to the Company in the form of a convertible loan under the same terms and conditions as described above. On March 12, 2007, the Company made its first quarterly interest payment of interest accrued on this loan through February 28, 2007. In the event that the holder of the additional convertible loan elects to convert the full amount of the loan, it will receive an additional 13,500 units which, upon separation of the units, would result in the holder having an additional 13,500 shares of common stock and 13,500 warrants.

On July 17, 2006, Mr. Sagredos also loaned $475,000 to the Company. Such loan bears interest at a per annum interest rate equivalent to the per annum interest rate applied to the funds held in the Trust Account during the same period that such loan is outstanding (average 3.526% from inception to September 30, 2007). The Company is obligated to repay the principal and accrued interest on such loan following the earlier of (i) the expiration of the second full quarter after the date that it has drawn down at least $1,000,000 from accrued interest on the Trust Account to fund its working capital requirements, (ii) the consummation of a business combination by the Company, or (iii) the Company’s dissolution and liquidation. During the quarter ended December 31, 2006, the Company had met this requirement. Accordingly, the Company repaid the principal of $475,000 and accrued interest of $14,437 on this loan on June 4, 2007.

In addition to the above, the Company was indebted to Mr. Sagredos for non-interest bearing advances totaling $193,188 as of December 31, 2006. On May 7, 2007, such non-interest bearing advances were repaid in full.

6. Common Stock

The Company is authorized to issue 89,000,000 shares of common stock. On December 30, 2005, the Company issued 3,956,349 shares of common stock to its founders. As of April 21, 2006, the Company effected a 0.4739219-for-1 stock dividend, which resulted in the issuance of an additional 1,875,000 shares to its founders. The Company’s financial statements give retroactive effect to such stock dividend.

On July 18, 2006, certain of the Company’s stockholders surrendered for cancellation an aggregate 562,500 shares of common stock in order to maintain the percentage ownership of its stockholders prior to the Public Offering.

On July 18, 2006, the Company agreed to issue to Maxim, as representative of the underwriters, 202,500 shares of its common stock to be deposited into escrow, subject to forfeiture, and released to the representative only upon consummation of a business combination.

On July 18, 2006, the founders agreed to surrender, without consideration, up to an aggregate of 270,000 of their shares of common stock to the Company for cancellation upon consummation of a business combination in the event Public Stockholders exercise their right to have the Company redeem their shares for cash. Accordingly, for every 23 shares redeemed by Public Stockholders, the founders have agreed to surrender one share for cancellation.

7. Preferred Stock

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

8. Stock Options

On July 18, 2006, the Company rescinded all prior agreements to grant stock options to Mr. Sagredos and to Mr. Theotokis. Such agreements were to be effective on the closing date of the Public Offering. Also on July 18, 2006, the Company authorized the grant to Mr. Sagredos on the closing date of the Public Offering of an option to purchase an aggregate of 2,688,750 shares of common stock at an exercise price of $0.01 per share, with the option exercisable in four quarterly installments of 672,187 options on each of the first three quarterly installment dates and 672,189 options on the fourth quarterly installment date, with the first installment vesting on the date of expiration of the three-month period immediately following the consummation of a business combination, and with the vesting of such options contingent upon Mr. Sagredos being an officer of the Company on each respective vesting date. The Company also approved the grant to Mr. Theotokis on the closing date of the Public Offering of an option to purchase an aggregate of 896,250 shares of Common Stock at an exercise price of $0.01 per share, with such option exercisable in four quarterly installments of 224,062 options on each of the first three quarterly installment dates and 224,064 options on the fourth quarterly installment date, with the first installment vesting on the date of expiration of the three-month period immediately following the consummation of a business combination, subject to Mr. Theotokis being an officer the Company on each respective vesting date. The options granted to Mr. Sagredos and to Mr. Theotokis are exercisable for a term of five years after the vesting date.

Because the grant of the options is deemed to be stock-based compensation, commencing on the date of grant (which occurred at the closing of the Public Offering), pursuant to SFAS No. 123R, the Company is required to record a charge to operations in an amount equal to the fair value of such options, which the Company has estimated using the Black-Scholes option-pricing model, to be an aggregate of approximately $34,920,000. In valuing the options, the Company did not consider it necessary to evaluate possible variations in volatility, since, due to the large spread between the strike price and the fair value of the underlying stock, the Black-Scholes formula yields a value capped at the fair value of the underlying common share. In accounting for the options, the Company considers the consummation of a business combination to be a performance condition that is expected to be met. As a result of including the two-year period that the Company has to effect a business combination and the one-year vesting period of the options, the Company expects that the charge to earnings with respect to each quarterly installment will be amortized over a maximum period of 36 months, which is the implicit service period. Accordingly, on an aggregate basis, as a result of the grant of such options, the Company will recognize the remaining costs as follows, assuming the 36 month amortization period following the closing of the Public Offering:

Years Ending December 31,	Amount
2007 (three months)	$	2,910,000
2008		11,640,000
2009		6,310,000
	$	20,860,000

In the event that the Company consummates a business combination in less than two years from the closing date of the Public Offering, the above amortization schedule would be accelerated and the Company therefore would record an increased charge to operations through such date based on the revised estimate of the implicit service period.

The aggregate intrinsic value of stock options outstanding at June 30, 2007 was $35,204,700.

9. Commitments and Contingencies

The Company will not proceed with a business combination if Public Stockholders owning 30% or more of the shares sold in the Private Placement and Public Offering vote against the business combination and exercise their redemption rights. Accordingly, the Company may effect a business combination if Public Stockholders owning up to one share less than 30% of the aggregate shares sold in the Private Placement and Public Offering (6,525,118 shares) exercise their redemption rights. If this occurred, the Company would be required to redeem for cash up to one share less than 30% of the 21,750,398 shares of common stock included in the units, or 6,525,118 shares of common stock, at an expected initial per-share redemption price of $10.00, plus a pro rata share of the accrued interest earned on the trust account (net of (i) taxes payable on interest earned, (ii) up to $3,430,111 of interest income released to the Company to fund its working capital, (iii) payment of quarterly interest payments on the convertible loan and repayment of the convertible loan upon the earlier to occur of the Company’s dissolution and liquidation or a business combination, if not converted, and (iv) repayment of the term loan, plus accrued interest), including a pro rata share of the accrued interest earned on the underwriters’ contingent compensation. However, the ability of stockholders to receive $10.00 per unit is subject to any valid claims by the Company’s creditors which are not covered by amounts held in the trust account or the indemnities provided by the Company’s officers and directors. The expected redemption price per share is greater than each stockholder’s initial pro rata share of the trust account of approximately $9.90. Of the excess redemption price, approximately $0.10 per share represents a portion of the underwriters’ contingent fee, which they have agreed to forego for each share that is redeemed. Accordingly, the total contingent underwriting compensation payable to the underwriters in the event of a business combination will be reduced by approximately $0.10 for each share that is redeemed. The balance will be paid from proceeds held in the trust account, which are payable to the Company upon consummation of a business combination. In order to partially offset the resulting dilution to non-redeeming stockholders, management has agreed to surrender shares to the Company (at an assumed value of $10.00 per share) for cancellation, up to a maximum of 270,000 shares. Even if less than 30% of the stockholders exercise their redemption rights, the Company may be unable to consummate a business combination if such redemption leaves the Company with funds representing less than a fair market value at least equal to 80% of the amount in the trust account (excluding any funds held for the benefit of Maxim and the other underwriters) at the time of such acquisition, which amount is required as a condition to the consummation of the Company’s initial business combination, and the Company may be forced to find additional financing to consummate such a business combination, consummate a different business combination or liquidate.

On July 24, 2006, the Company entered into a two-year agreement for investor relations and financial media support services for a minimum monthly fee of $3,500 before a business combination, or $6,500 after a business combination.

The Company has engaged Maxim, the representative of the underwriters of its Public Offering, on a non-exclusive basis, as its agent for the solicitation of the exercise of the warrants. To the extent not inconsistent with the guidelines of the NASD and the rules and regulations of the Securities and Exchange Commission, the Company has agreed to pay the representative for bona fide services rendered a commission equal to 5% of the exercise price for each warrant exercised more than one year after the date of the prospectus if the exercise was solicited by the underwriters. In addition to soliciting, either orally or in writing, the exercise of the warrants, the representative’s services may also include disseminating information, either orally or in writing, to warrant holders about the Company or the market for the Company’s securities, and assisting in the processing of the exercise of the warrants. No compensation will be paid to the representative upon the exercise of the warrants if:

—

the market price of the underlying shares of common stock is lower than the exercise price;

—

the holder of the warrants has not confirmed in writing that the representative solicited the exercise;

—

the warrants are held in a discretionary account;

—

the warrants are exercised in an unsolicited transaction; or

—

the arrangement to pay the commission is not disclosed in the prospectus provided to warrant holders at the time of exercise.

As of October 1, 2006, the Company terminated its Administrative Services Agreement with an unaffiliated third party, in connection with which the Company paid $7,500 per month commencing July 21, 2006, the closing date of the Public Offering, for office space and general and administrative expenses, and entered into a Consulting Agreement with the same party providing for the same monthly fee of $7,500, for a term concluding on the consummation of a business combination.

In October 2006, the Company contracted with an unrelated party for the use of administrative services, including shared facilities and personnel, for a term of one year at a minimum cost of $10,000. This agreement automatically renewed in October 2007.

On December 18, 2006, the Company entered into an agreement with Maxim for professional services to be rendered in connection with the acquisition of a target company. The agreement terminates on July 18, 2008 and requires the Company to pay Maxim a financial advisor fee equal to 0.75%, not to exceed $2,750,000, of the total consideration, as defined in the agreement, paid in such acquisition, plus a finder’s fee equal to 0.5% of the consideration for any target introduced to the Company.

During 2007, the Company entered into various agreements for assistance in identifying, evaluating, negotiating and arranging funding for potential acquisition opportunities. Generally, the agreements are terminable upon short notice by either party and provide for a success fee of 1% of the transaction value in the event the adviser’s efforts lead to a successful business combination.

10. Restatement

During the year ended December 31, 2007, the Company determined that interest potentially distributable to redeeming stockholders was incorrectly calculated and the related liability was therefore overstated at September 30, 2006, December 31, 2006, March 31, 2007 and June 30, 2007. At no time did this matter affect the funds held in the trust account or the rights of the Public Stockholders with respect to their redemption rights. In addition, the Company also recorded two additional minor adjustments as further described below.

The impact of the restatement on the Company’s condensed balance sheet at September 30, 2007, and the related condensed statements of operations for the periods then ended, is summarized as shown below. The restatement did not have any effect on the Company’s statements of cash flows for the periods ended September 30, 2007.

	As Originally Filed			Adjustments - Increase (Decrease)			As Restated
Condensed Balance Sheet - September 30, 2007:
Total current assets	$	215,710,954		$	—		$	215,710,954
Total assets		215,710,954			—			215,710,954

Total current liabilities		6,195,094			(28,221) (1	)		6,263,300
					96,427 (2	)

Common stock subject to possible redemption		64,597,399			21,730 (3	)		64,619,129
Paid-in capital in excess of par		152,683,808			(21,730) (3	)		152,662,078
Deficit accumulated during the development stage		(7,768,069	)		68,206			(7,836,275	)
Total stockholders’ equity		144,918,461			(89,936	)		144,828,525

Condensed Statement of Operations - Three Months Ended September 30, 2007:
Interest income		1,338,928			8,854 (1	)		1,326,669
					(21,113) (2	)

Adjustment to deferred interest on funds held in trust		2,099,913			(2,099,913)(1	)		—
Net income (loss)		156,248			(2,112,172	)		(1,955,924	)
Net income (loss) per common share - basic and diluted		0.00			(0.07	)		(0.07	)

Condensed Statement of Operations - Nine Months Ended September 30, 2007:
Interest income		3,914,062			1,136,940 (1	)		4,989,022
					(61,980) (2	)

Adjustment to deferred interest on funds held in trust		2,099,913			(2,099,913)(1	)		—
Net loss		(3,968,142	)		1,024,953			(4,993,095	)
Net loss per common share - basic and diluted		(0.15	)		(0.03	)		(0.18	)

Condensed Statement of Operations - Period from August 11, 2005 (Inception) to September 30, 2007 (Cumulative):
Interest income		6,098,639			2,128,134 (1	)		8,130,346
					(96,427) (2	)

Adjustment to deferred interest on funds held in trust		2,099,913			(2,099,913)(1	)		—
Net loss		(7,768,069	)		68,206			(7,836,275	)
Net loss per common share - basic and diluted		(0.44	)		—			(0.44	)

Description of adjustments:

(1)	To reduce the liability for deferred interest on funds held in trust.

(2)	To accrue for interest due to the underwriter for the portion of the underwriter’s fees held in trust.

(3)	To increase common shares subject to redemption from 29.99% (6,522,945 shares) to one share less than 30% (6,525,118 shares), an increase of 2,173 shares, recorded at $10.00 per share.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Quarterly Report on Form 10-Q/A includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under Item 1A “Risk Factors” in our final prospectus dated July 18, 2006, as amended, relating to the Public Offering, and in our other Securities and Exchange Commission filings. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report.

Overview

We were formed on August 11, 2005 to acquire, through a merger, capital stock exchange, asset acquisition or other similar business combination, one or more businesses that supports the process of bringing energy, in the form of crude oil, natural and liquefied petroleum gas, and refined and specialized products (such as petrochemicals), from production to final consumption throughout the world. Our initial business combination must be with a target business or businesses whose fair market value is at least equal to 80% of the amount in the Trust Account (excluding any funds held for the benefit of Maxim Group LLC and the other underwriters) at the time of such acquisition. We intend to utilize cash derived from the proceeds of our recently completed initial public offering, our capital stock, debt or a combination of cash, capital stock and debt, in effecting a business combination.

Results of operations for the three-month period ended September 30, 2007

We incured a net loss of $1,955,924 for the three-month period ended September 30, 2007, compared to a net loss of $1,286,400 for the three months ended September 30, 2006. The net loss consisted of $3,257,857 of operating expenses and $24,736 of interest expense, reduced by interest income of $1,326,669. Operating expenses of $3,257,857 consisted of consulting and professional fees of $207,651, stock-based compensation of $2,909,825, insurance expense of $36,844, travel expense of $34,352, Delaware franchise fees of $41,250 and other operating costs of $ 27,935.

The trust account earned interest of $1,912,474 during the three months ended September 30, 2007, including $564,697 of interest income attributable to common stock subject to possible redemption and $21,113 of interest income attributable to underwriters’ deferred fees. For the three months ended September 30, 2006, the trust account earned interest of $1,361,667.

Until we enter into a business combination, we will not generate operating revenues.

Results of operations for the nine-month period ended September 30, 2007

We incurred a net loss of $4,993,095 for the nine-month period ended September 30, 2007, compared to a net loss of $1,304,372 for the nine months ended September 30, 2006. The net loss consisted of $9,903,261 of operating expenses and $78,856 of interest expense, reduced by interest income of $4,989,022. Operating expenses of $9,903,261 consisted of consulting and professional fees of $711,640, stock-based compensation of $8,729,475, insurance expense of $112,469, travel expense of $144,821, Delaware franchise fees of $123,750 and other operating costs of $81,106.

The trust account earned interest of $5,614,280 during the nine months ended September 30, 2007, including $564,697 of interest income attributable to common stock subject to possible redemption and $61,980 of interest income attributable to underwriters’ deferred fees. For the nine months ended September 30, 2006, the trust account earned interest of $1,361,667.

Until we enter into a business combination, we will not generate operating revenues.

Liquidity and Capital Resources

On July 17, 2006, we sold 825,398 units in a Regulation S private placement to Energy Corp., a corporation formed under the laws of the Cayman Islands, which is controlled by our President and Chief Operating Officer. On July 21, 2006, we consummated our initial public offering of 20,250,000 units. Each unit in the private placement and the public offering consists of one share of common stock and one redeemable common stock purchase warrant. Each warrant entitles the holder to purchase from us one share of our common stock at an exercise price of $8.00. Prior to the closing of the initial public offering Robert Ventures Limited, an off-shore company controlled by the our President and Chief Operating Officer made a convertible loan to us in the principal amount of $2,550,000 and our President and Chief Operating Officer made a term loan to us in the principal amount of $475,000.

On July 21, 2006, the closing date of our public offering, $202,500,000 was placed in the Trust Account at Lehman Brothers’ Inc. maintained by Continental Stock Transfer & Trust Company, New York, New York, as trustee. This amount includes the net proceeds of the Offerings, the $2,550,000 convertible loan and the $475,000 term loan, $2,107,540 of contingent underwriting compensation and placement fees, to be paid to the underwriters and Maxim Group LLC, respectively, if and only if, a business combination is consummated, and $412,699 in deferred placement fees to be paid to Maxim Group LLC in connection with the Private Placement. The funds in the Trust Account will be invested until the earlier of (i) the consummation of the Company’s first business combination or (ii) the liquidation of the Trust Account as part of a plan of dissolution and liquidation approved by the Company’s stockholders.

On August 31, 2006, the underwriters of our public offering exercised their option to purchase an additional 675,000 units to cover over-allotments. An additional $6,750,000 was placed in the Trust Account, bringing the total amount in the Trust Account to $209,250,000. This additional amount includes, $6,615,000, representing the net proceeds of the over-allotment, and an additional convertible loan made to us by Robert Ventures Limited in the amount of $135,000.

We will use substantially all of the net proceeds of this offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used to finance the operations of the target business. We have agreed with Maxim Group, LLC, the representative of the underwriters, that approximately $3,430,000 of the interest earned on the proceeds being held in the trust account for our benefit (net of taxes payable) will be released to us upon our request, and in such intervals and in such amounts as we desire and are available to fund our working capital. We believe that the working capital available to us, in addition to the funds available to us outside of the trust account will be sufficient to allow us to either complete a business combination or to liquidate. We have estimated that the $3,430,000 shall be allocated approximately as follows: $1,017,301 for working capital and reserves (including finders’ fees, consulting fees or other similar compensation, potential deposits, down payments, franchise taxes or funding of a “no-shop” provision with respect to a particular business combination and the costs of dissolution, if any); $7,500 per month in connection with a consulting agreement we entered into on October 16, 2006; $800,000 for legal, accounting and other expenses attendant to the structuring and negotiation of a business combination; $250,000 with respect to legal and accounting fees relating to our SEC reporting obligations; $620,000 for due diligence, identification and research of prospective target business and reimbursement of out of pocket due diligence expenses to management; $150,000 for director and officer liability insurance premiums; and $412,699 for placement fees to Maxim Group LLC related to the Regulation S private placement. In addition, additional interest earned on the proceeds held in trust will be allocated (i) to make quarterly interest payments aggregating approximately $215,000 on the $2,550,000 convertible loan and the $135,000 convertible loan and (ii) to repay the $475,000 term loan. Accrued interest shall also be applied to repay the principal of the convertible loan on the earlier of our dissolution and liquidation or a business combination to the extent such loan has not been converted.

In addition to the above described allocation of interest accrued on the trust account, at September 30, 2007, we had funds aggregating $59,201 held outside of the trust account.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices, and other market-driven rates or prices. We are not presently engaged in and, if a suitable business target is not identified by us prior to the prescribed liquidation date of the trust account, we may not engage in, any substantive commercial business. Accordingly, we are not and, until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market-driven rates or prices. The net proceeds of our initial public offering held in the trust account have been invested only in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Given our limited risk in our exposure to money market funds, we do not view the interest rate risk to be significant.

ITEM 4. CONTROLS AND PROCEDURES

An evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2007, was made under the supervision and with the participation of our management, including our chief executive officer and chief financial officer.

On March 17, 2008, our Board of Directors determined that, in connection with the preparation and audit of the Company’s financial statements for the year ended December 31, 2007, it was appropriate to restate our previously issued audited financial statements for the year ended December 31, 2006 and our unaudited financial statements for the quarters ended September 30, 2006, and March 31, June 30 and September 30, 2007.

The restatements relate to the incorrect calculation of interest potentially distributable to redeeming stockholders for the period from July 21, 2006 through June 30, 2007. At June 30, 2007, we had recorded $2,119,280 of deferred interest on funds held in trust as a liability payable to stockholders who vote against a business combination. Based on our revised calculations, the deferred interest on funds held in trust should have been $19,367 at June 30, 2007. At no time did this matter affect the funds held in the trust account or the rights of the Public Stockholders with respect to their redemption rights.

Based on our assessment of this issue when it was originally identified, we initially recorded an adjustment to our interim financial statements for the three months and nine months ended September 30, 2007 to reflect this adjustment as a gain in our statement of operations. However, management reviewed this matter in conjunction with the audit of the 2007 financial statements and, based on various factors, including the potential business combination with Vanship, determined that it was appropriate to restate our financial statements to more accurately reflect the accounting for the interest potentially distributable to redeeming stockholders in the appropriate periods.

Due to the restatement of our financial statements, our management determined that there was a material weakness in the Company’s internal control over financial reporting as of September 30, 2007. In response, we have implemented expanded review procedures at each period end to address accounting issues that could affect our financial reporting. During the most recently completed fiscal quarter, there has been no significant change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 17, 2006, we sold 825,398 units in a Private Placement to Energy Corp., a corporation formed under the laws of the Cayman Islands, which is controlled by our President and Chief Operating Officer. The units were sold at a purchase price of $10.00 per unit, generating gross proceeds of $8,253,980. On July 21, 2006 , we consummated our initial public offering of 20,250,000 units and on August 31, 2006, the underwriters of our public offering exercised their option to purchase an additional 675,000 units to cover over-allotments . Each unit consists of one share of common stock and one warrant. Each warrant entitles the holder to purchase from us one share of our common stock at an exercise price of $8.00. The units were sold at an offering price of $10.00 per unit, generating total gross proceeds of $209,250,000. Maxim Group LLC acted as lead underwriter. The securities sold in the offering were registered under the Securities Act of 1933 on a registration statement on Form S-1 (No. 333-131648). The Securities and Exchange Commission declared the registration statement effective on July 17, 2006 . Prior to the closing of the initial public offering Robert Ventures Limited, an off-shore company controlled by the our President and Chief Operating Officer made a convertible loan to us in the principal amount of $2,550,000 and our President and Chief Operating Officer made a term loan to us in the principal amount of $475,000. On August 31, 2006, Robert Ventures Limited made an additional convertible loan to us in the amount of $135,000.

We incurred a total of $12,035,000 in underwriting discounts and commissions, $495,239 in placement fees and $1,603,804 of expenses related to the public offering (including the over-allotment) and private placement.

After deducting the underwriting discounts and commissions, the placement fee and the offering expenses (excluding $2,972,739 in underwriting discounts, commissions and placement fees for which the payment was deferred), the total net proceeds to us from the offering, the private placement and the loans was $209,300,176. Of the proceeds, $209,250,000 is being held in a trust account and invested until the earlier of (i) the consummation of the first business combination or (ii) the distribution of the trust account as described below. The amount in the Trust Account includes $2,025,000 of contingent underwriting compensation and $82,540 of contingent private placement fees which will be paid to the underwriters if a business combination is consummated, but which will be forfeited in part if public stockholders elect to have their shares redeemed for cash if a business combination is not consummated. $300,000 of the net proceeds were used to repay debt to Mr. Sagredos for a loan used to cover expenses related to the public offering. $12,600 was used to pay accrued offering costs and fees. The remaining proceeds in the amount of $109,605 may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The net proceeds deposited in the Trust Account remain on deposit in the Trust Account earning interest. As of September 30, 2007 there was $215,529,086 held in the Trust Account, including interest income of $6,279,086.

ITEM 6. EXHIBITS

Exhibit No.		Description
31.1		Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

31.2		Certification of the Chief Financial Officer and (Principal Accounting Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended

32.1		Certification of the Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer) pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .

SIGNATURES

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