GLOBUS MARITIME LTD (Form: F-1, Received: 11/22/2010 14:33:34)

We could lose a customer or the benefits of a time charter if, among other things:

the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise;

the customer terminates the charter because of our non-performance, including failure fail to deliver the vessel within a fixed period of time, the vessel is lost or damaged beyond repair, serious deficiencies in the vessel, prolonged periods of off-hire or our default under the charter; or

the customer terminates the charter because the vessel has been subject to seizure for more than 30 days.

If we lose a key customer, we may be unable to obtain charters on comparable terms with charterers of comparable standing or we may have increased exposure to the volatile spot market, which is highly competitive and subject to significant price fluctuations. We would not receive any revenues from such a vessel while it remained unchartered, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition, insure it and service any indebtedness secured by such vessel. The loss of any of our customers, time charters or vessels or a decline in payments under our charters could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends.

We cannot assure you that we will be able to borrow amounts under our existing credit facility or future debt arrangements and restrictive covenants in our credit facility and loan agreement may impose financial and other restrictions on us.

Our credit facility and loan agreement impose operating and financial restrictions on us. These restrictions may limit our ability to, among other things:

create or permit liens on our assets;

engage in mergers or consolidations;

change the flag or classification society of our vessels;

pay dividends; and

change the management of our vessels.

These restrictions could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities. In addition, our credit facility and loan agreement will require us to maintain specified financial ratios and satisfy financial covenants, some of which are based upon the market value of our fleet. If the market value of our fleet declines sharply, we may not be in compliance with certain provisions of our credit facility and loan agreement and we may not be able to refinance our debt or obtain additional financing. We expect that the market value of our fleet will be above the minimum market values required by our credit facility and loan agreement. However, should our time charter rate or vessel values materially decline in the future due to any of the reasons discussed in the risk factors set forth above or otherwise, we may be required to take action to reduce our debt or to act in a manner contrary to our business objectives to meet these ratios and satisfy these provisions.

Events beyond our control, including changes in the economic and business conditions in the shipping sectors in which we operate, may affect our ability to comply with these covenants. We cannot assure you that we will satisfy this requirement or that our lenders will waive any failure to do so.

A breach of any of the covenants in, or our inability to maintain the required financial ratios under, our credit facility would prevent us from borrowing additional money under this facility and could result in a default under our credit facility. If a default occurs under our credit facility or loan agreement, the respective lender could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and proceed against the collateral securing that debt, which could constitute all or substantially all of our assets.

Therefore, our discretion is limited because we may need to obtain consent from our lenders in order to engage in certain corporate actions. Our lenders’ interests may be different from ours, and we cannot guarantee that we will be able to obtain our lenders’ consent when needed. This may limit our ability to pay dividends to our shareholders, finance our future operations or pursue business opportunities.

We cannot assure you that we will be able to refinance any indebtedness incurred under our credit facility and loan agreement or obtain additional debt financing.

We may finance future fleet expansion with additional secured indebtedness. While we may refinance amounts drawn under our credit facility and loan agreement or secure new debt facilities with the net proceeds of future debt and equity offerings, we cannot assure you that we will be able to do so at an interest rate or on terms that are acceptable to us or at all. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, including the actual or perceived credit quality of our charterers and the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions, weakness in the financial markets and contingencies and uncertainties that are beyond our control. Significant contraction, de-leveraging and reduced liquidity in credit markets worldwide is reducing the availability and increasing the cost of credit.

If we are not able to refinance our current credit facility and loan agreement or obtain new debt financing on terms acceptable to us, we will have to dedicate a portion of our cash flow from operations to pay the principal and interest of this indebtedness. If we are not able to satisfy these obligations, we may have to undertake alternative financing plans. In addition, debt service payments under our credit facility and loan agreement or alternative financing may limit funds otherwise available for working capital, capital expenditures, the payment of dividends and other purposes. Our inability to obtain additional or replacement financing at anticipated costs or at all may materially affect our results of operation, our ability to implement our business strategy and our payment of dividends.

The superior voting rights of our Class B shares, when issued, may limit our common shareholders’ ability to influence corporate matters.

Under our articles of incorporation following our redomiciliation into the Marshall Islands, our Class B shares will have 20 votes per share, and our common shares will have one vote per share. We currently have no Class B shares outstanding, although we intend to issue in December 2010 or in 2011 a special stock dividend of Class B shares to the holders of our common shares in a ratio of one Class B share for every number of common shares owned that we will determine in the future in connection with such dividend. We plan to issue this special stock dividend to protect the voting power of the current shareholders against future dilutions in the case of additional equity issuances.

Even after we issue or otherwise sell additional common shares after we issue Class B shares, holders of our Class B shares, depending on the number, may have substantial control and influence over our management and affairs and over all matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets. It is possible that, because of this dual class stock structure, holders of our Class B shares will be able to control all matters submitted to our shareholders for approval even though they may own significantly less than 50% of the aggregate number of outstanding shares of our common shares and Class B shares. This potential concentrated control could limit our common shareholders’ ability to influence corporate matters and, as a result, we may take actions that our common shareholders do not view as beneficial. As a result, the market price of our common shares could be adversely affected.

Provisions of our articles of incorporation and bylaws may have anti-takeover effects.

Several provisions of our articles of incorporation following our redomiciliation into the Marshall Islands, which are summarized below, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-takeover provisions could also discourage, delay or prevent the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and the removal of incumbent officers and directors.

Dual Class Stock . Our dual class stock structure, which consists of common shares and Class B shares, can provide holders of our Class B shares a significant degree of control over all matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets.

Blank Check Preferred Shares . Under the terms of our articles of incorporation, our board of directors will have authority, without any further vote or action by our shareholders, to issue up to 100 million shares of “blank check” preferred shares. Our board could authorize the issuance of preferred shares with voting or conversion rights that could dilute the voting power or rights of the holders of common shares. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of us or the removal of our management and may harm the market price of our common shares. We intend to issue one preferred share to Mr. Feidakis or his affiliate that will provide the holder with the ability to appoint any one person to be a director, who may also be the chairman of our board of directors, for so long as such holder and his or its affiliates also hold in the aggregate at least 30% of the voting power of our shares. Such preferred share will have no voting or dividend rights.

Classified Board of Directors . Our articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms beginning upon the expiration of the initial term for each class. Approximately one-third of our board of directors is elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for up to two years.

Election of Directors . Our articles of incorporation do not provide for cumulative voting in the election of directors. Our bylaws require parties, other than the chairman of the board of directors, board of directors and shareholders holding 30% or more of the voting power of the aggregate number of our shares issued and outstanding and entitled to vote, to provide advance written notice of nominations for the election of directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Advance Notice Requirements for Shareholder Proposals and Director Nominations . Our bylaws provide that shareholders, other than shareholders holding 30% or more of the voting power of the aggregate number of our shares issued and outstanding and entitled to vote, seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 150 days or more than 180 days prior to the first anniversary date of the immediately preceding annual meeting of shareholders. Our bylaws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede a shareholder’s ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

We may issue additional securities in the future.

The market price of our common shares could decline due to sales of a large number of our securities in the market, including sales of shares by our large shareholders, or the perception that these sales could occur. These sales could also make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds through future offerings of shares.

We are subject to risk relating to exchange rate fluctuations as we generate revenues from the trading of our vessels in U.S. dollars but incur a portion of our expenses in other currencies.

We generate substantially all of our revenues from the trading of our vessels in U.S. dollars, but in 2009 we incurred approximately 13% of our vessel operating expenses, and certain administrative expenses, in currencies other than the U.S. dollar. This difference could lead to fluctuations in net profit due to changes in the value of the U.S. dollar relative to the other currencies. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, decreasing our revenues. We have not hedged our currency exposure, and, as a result, our results of operations and financial condition, denominated in U.S. dollars, and our ability to pay dividends could suffer.

Increases in interest rates may cause the market price of our shares to decline.

An increase in interest rates may cause a corresponding decline in demand for equity investments in general. Any such increase in interest rates or reduction in demand for our shares resulting from other relatively more attractive investment opportunities may cause the trading price of our shares to decline.

There is no guarantee that an active and liquid public market will be maintained or develop for you to resell our common shares in the United States, or that our common share price, once listed, will not decrease.

Prior to this offering, our common shares traded on the AIM. Our common shares will be suspended from trading on the AIM on the effective date of the registration statement to which this prospectus relates, and will be delisted from the AIM the day after the effective date. Although our common shares have been approved for listing on the Nasdaq Global Market, subject to effectiveness of the registration statement to which this prospectus relates, a liquid trading market for our common shares may not develop in the United States. If an active, liquid trading market does not develop, you may have difficulty selling any of our common shares purchased by you. Moreover, our selling shareholders may determine to sell their common shares as soon as such common shares are listed on the Nasdaq Global Market causing the market price of our common shares to decline.

We or our vessel-owning subsidiaries may have to pay tax on United States source shipping income.

Under the United States Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of a vessel-owning or chartering company that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States is characterized as United States source shipping income and such income is subject to a 4% United States federal income tax without allowance for deductions, unless that corporation qualifies for exemption from tax under section 883 of the Code and the United States Treasury regulations promulgated thereunder, which we refer to as the Section 883 Exemption. For the taxable year that includes the date of this prospectus, we expect that each of our vessel-owning subsidiaries should qualify for the Section 883 Exemption based on the beneficial ownership of more than 50% of the value of its shares by a qualifying shareholder, assuming that such shareholder meets all of the substantiation and reporting requirements under Section 883 of the Code and the United States Treasury regulations thereunder for such taxable year. However, the eligibility of our vessel-owning subsidiaries to qualify for the Section 883 Exemption is determined each taxable year and is dependent on certain circumstances related to the ownership of our shares and on interpretations of existing United States Treasury regulations, each of which could change. We can therefore give no assurance that our vessel-owning subsidiaries will in fact be eligible to qualify for the Section 883 Exemption for all future taxable years. In addition, changes to the Code, the United States Treasury regulations or the interpretation thereof by the United States Internal Revenue Service, or IRS, or the courts could adversely affect the ability of our subsidiaries to take advantage of the Section 883 Exemption.

If our subsidiaries are not entitled to the Section 883 Exemption for any taxable year, our subsidiaries would be subject to a 4% United States federal income tax on any U.S.-source shipping income for the year (or an effective rate of 2% on shipping income attributable to the transportation of freight to or from the United States). The imposition of this taxation could have a negative effect on our business and the business of our subsidiaries and would result in decreased earnings available for distribution to our shareholders.

For a more complete discussion, please read the section entitled “Taxation—United States Tax Considerations—United States Federal Income Taxation of the Company.”

United States tax authorities could treat us as a “passive foreign investment company.”

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either at least 75% of its gross income for any taxable year consists of certain types of “passive income” or at least 50% of the average value of the corporation’s assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.”

U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC, unless those shareholders make an election available under the Code (which election could itself have adverse consequences for such shareholders). In particular, U.S. holders who are individuals would not be eligible for the 15% tax rate on qualified dividends that is in effect through December 31, 2010 (and possibly thereafter if Congress enacts legislation to extend the qualified dividend tax rate). Please read “Taxation—United States Tax Considerations—United States Federal Income Taxation of United States Holders” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.

Based on our current operations and anticipated future operations, we believe that Globus Maritime Limited will not be treated as a PFIC. In this regard, we intend to treat gross income we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that our income from our time chartering activities should not constitute “passive income,” and that the assets we own and operate in connection with the production of that income do not constitute passive assets.

There are legal uncertainties involved in this determination, because there is no direct legal authority under the PFIC rules addressing our current and projected future operations. Moreover, a recent case by the U.S. Court of Appeals for the Fifth Circuit held that, contrary to the position of the IRS in that case, and for purposes of a different set of rules under the Code, income received under a time charter of vessels should be treated as rental income rather than services income. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time chartering activities would be treated as rental income, and we would probably be a PFIC. Although the IRS has recently announced that it will not follow the reasoning of this case, and that it intends to treat the income from standard industry time charter as services income, no assurance can be given that a United States court will not follow the aforementioned case. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if there were to be changes in our assets, income or operations.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders will face adverse U.S. tax consequences and information reporting obligations, as more fully described under “Taxation—United States Tax Considerations—United States Federal Income Taxation of United States Holders.”

Following our redomiciliation into the Marshall Islands, we are subject to Marshall Islands corporation law, which is not well-developed.

Following our redomiciliation into the Marshall Islands, our corporate affairs are governed by our articles of incorporation, our bylaws and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain United States jurisdictions. The rights of shareholders of companies incorporated in or redomiciled into the Marshall Islands may differ from the rights of shareholders of companies incorporated in the United States. While the BCA provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as United States courts. Thus, you may have more difficulty in protecting your interests in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction that has developed a more substantial body of case law in the corporate law area.

It may be difficult to serve us with legal process or enforce judgments against us, our directors or our management.

Our business is operated primarily from our offices in Greece. In addition, a majority of our directors and officers are or will be non-residents of the United States, and all of our assets and a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under securities laws or otherwise. You may also have difficulty enforcing, both within and outside of the United States, judgments you may obtain in the United States courts against us or these persons in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. There is also substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on United States federal or state securities laws.

The nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict.

We redomiciled into the Marshall Islands on November , 2010, and our subsidiaries are incorporated under the laws of the Marshall Islands, and we have limited operations in the United States and maintain limited assets in the United States . Consequently, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply . Marshall Islands does not have a bankruptcy statute or general statutory mechanism for insolvency proceedings. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court ’ s jurisdiction if any other bankruptcy court would determine it had jurisdiction. These fact ors may delay or prevent us from entering bankruptcy in the United States and may affect the ability of our shareholders to receive any recovery following our bankruptcy.

USE OF PROCEEDS

We will not receive any proceeds from the sale of securities offered by the selling shareholders.

OUR DIVIDEND POLICY AND RESTRICTIONS ON DIVIDENDS

After our common shares commence trading on Nasdaq, our dividend policy will be to pay a variable quarterly dividend in excess of 50% of the net income of the previous quarter subject to any reserves our board of directors may from time to time determine are required. We believe this policy maintains an appropriate level of dividend cover taking into account the likely effects of the shipping cycle and the need to retain cash to reinvest in vessel acquisitions. We expect to pay our first quarterly cash dividend in December 2010.

In calculating our dividend, we exclude any gain on the sale of vessels and any unrealized gains or losses on derivatives. Our board of directors, in its discretion, can determine in the future whether any capital surpluses arising from vessel sales are included in the calculation of a dividend. Dividends will be paid in U.S. dollars equally on a per-share basis between our common shares and our Class B shares, to the extent any are issued and outstanding.

We are a holding company, with no material assets other than the shares of our subsidiaries. Therefore, our ability to pay dividends depends on the earnings and cash flow of those subsidiaries and their ability to pay dividends to us. Additionally, the declaration and payment of any dividend is subject at all times to the discretion of our board of directors and will depend on, among other things, our earnings, financial condition and anticipated cash requirements and availability, additional acquisitions of vessels, restrictions in our debt arrangements, the provisions of Marshall Islands law affecting the payment of distributions to shareholders, required capital and drydocking expenditures, reserves established by our board of directors, increased or unanticipated expenses, a change in our dividend policy, additional borrowings or future issuances of securities and other factors, many of which will be beyond our control.

Marshall Islands law generally prohibits the payment of dividends other than from surplus (retained earnings and the excess of consideration received from the sale of shares above the par value of the shares) or while a company is insolvent or would be rendered insolvent by the payment of such dividend.

As a company listed on the AIM, we historically paid dividends to our shareholders in amounts ranging from $0.03 per share to $0.50 per share. We did not declare or pay dividends in 2009. In September 2010, we declared and paid a cash dividend of approximately US$0.11 (GB 7.3 pence) per outstanding common share.

CAPITALIZATION

The following table sets forth our capitalization and indebtedness as of October 31 , 2010. There has been no material change in our capitalization between October 31, 2010 and the date of this prospectus, as adjusted to reflect our redomiciliation into the Marshall Islands. The following should be read in conjunction with the historical financial statements and related notes thereto in this prospectus as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	As of October 31, 2010
	(In thousands of U.S. Dollars)

Long term borrowings net of current portion	$	90,650
Long term borrowings, current portion		11,000
Total borrowings		101,650

Equity:
Issued share capital		29
Share premium		88,534
Retained earnings		28,461
Total Equity		117,024
Total capitalization and indebtedness	$	218,674

DILUTION

Our net tangible book value as of June 30, 2010 was $114,696 or $15.84 per common share (as adjusted after the reverse split of our common shares). Net tangible book value per share is determined by dividing our tangible book value (total tangible assets less total liabilities) by the number of outstanding common shares (as adjusted after the reverse split of our common shares) on June 30, 2010.

The offering by our selling shareholders under this prospectus will not impact our net tangible book value or our net tangible book value per share and thus there is no dilution pursuant to this offering.

MARKET FOR OUR COMMON SHARES

Our common shares began trading in the United Kingdom on the London Stock Exchange through the AIM on June 6, 2007. The current stock symbol on the AIM is “GLBS.” Historical reports of transactions of our shares are available on the AIM through the London Stock Exchange under the symbol “GLBS.”

Our common shares will be suspended from trading on the AIM on the effective date of the registration statement to which this prospectus relates, and will be delisted from the AIM the day after the effective date.

The following table lists the high and low sales prices and the average daily trading volume on the AIM for our common shares for the last six months; the last ten fiscal quarters; and the last three fiscal years (since we began trading on the AIM). On July 29, 2010, we effected a four-for-one reverse split of our common shares. Prices indicated below with respect to our common share price include inter-dealer prices, without retail mark up, mark down or commission and may not necessarily represent actual transactions. All prices are quoted in U.K. pounds sterling.

Period Ended	High		Low		Average Daily Trading Volume

Monthly
October 31, 2010		6.35		6.27		556
September 30, 2010		6.45		5.55		3,502
August 31, 2010		5.70		5.55		3,508
July 31, 2010		6.14		5.40		3,023
June 30, 2010		5.60		5.46		18,932
May 31, 2010		5.60		5.46		41,971

Quarterly
September 30, 2010		6.45		5.40		3,190
June 30, 2010		5.60		4.90		28,512
March 31, 2010		5.00		3.78		13,143
December 31, 2009		3.88		2.36		8,957
September 30, 2009		3.08		2.46		2,610
June 30, 2009		4.36		2.00		4,394
March 31, 2009		3.28		1.76		1,748
December 31, 2008		12.10		2.60		1,939
September 30, 2008		18.40		11.90		3,173
June 30, 2008		22.20		17.10		3,544
March 31, 2008		21.50		14.20		11, 367

Yearly
December 31, 2009		4.36		1.76		4,431
December 31, 2008		22.20		2.60		4,954
December 31, 2007		25.00		12.00		14,391

SELECTED CONSOLIDATED FINANCIAL & OPERATING DATA

The following tables set forth our selected consolidated financial and operating data. The selected consolidated financial data as of and for the years ended December 31, 2009, 2008 and 2007 are derived from our audited consolidated financial statements, included elsewhere in this prospectus, which have been prepared in accordance with IFRS as issued by the IASB. The selected consolidated financial data as of June 30, 2010 and for the six months ended June 30, 2009 and 2010 are derived from our unaudited consolidated interim financial statements. The data set forth below should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited consolidated financial statements, related notes and other financial information included elsewhere in this prospectus. Results of operations in any period are not necessarily indicative of results in any future period.

	Six Months Ended June 30, (unaudited)						Year Ended December 31,
	(Expressed in Thousands of U.S. Dollars, except per share data)
	2010			2009			2009			2008			2007
Statements of comprehensive income data
Time charter revenue		11,618			26,540			52,812			98,597			40,960
Voyage expenses		(845	)		(2,070	)		(3,742	)		(6,674	)		(2,245	)
Vessel operating expenses		(2,638	)		(5,678	)		(10,137	)		(12,537	)		(7,639	)
Depreciation		(2,816	)		(6,989	)		(11,204	)		(17,407	)		(10,212	)
Depreciation of drydocking costs		(260	)		(836	)		(1,512	)		(1,572	)		(1,033	)
Administrative expenses		(1,005	)		(907	)		(2,004	)		(2,122	)		(1,292	)
Administrative expenses payable to related parties		(518	)		(541	)		(1,272	)		(1,216	)		(1,377	)
Share-based payments		(148	)		(1,542	)		(1,754	)		(770	)		(380	)
Impairment loss		-			(18,826	)		(28,429	)		(20,224	)		-
Gain/(loss) on sale of vessel		7			-			(802	)		15,095			-
Other (expenses)/income, net		(31	)		(20	)		(106	)		408			(36	)
Operating profit/(loss) before financial activities		3,364			(10,869	)		(8,150	)		51,578			16,746

Interest income from bank balances & deposits		223			488			1,032			946			577
Interest expense and finance costs		(977	)		(1,591	)		(2,926	)		(7,707	)		(5,596	)
(Loss) /gain on derivative financial instruments		(564	)		309			143			(1,373	)		-
Foreign exchange (losses)/gains, net		(956	)		34			(178	)		(626	)		298
Total loss from financial activities		(2,274	)		(760	)		(1,929	)		(8,760	)		(4,721	)
Total comprehensive income/(loss) for the period/year		1,090			(11,629	)		(10,079	)		42,818			12,025

Attributable to:
Shareholders of Globus Maritime Limited		1,090			(11,629	)		(10,079	)		42,818			11,210
Non-controlling interest		-			-			-			-			815
		1,090			(11,629	)		(10,079	)		42,818			12,025

Basic earnings/(loss) per share for the period/year		0.151			(1.619	)		(1.401	)		5.978			1.885
Diluted earnings/(loss) per share for the period/year		0.151			(1.619	)		(1.401	)		5.771			1.885
Adjusted EBITDA(1) (unaudited)		6,433			15,782			33,797			75,686			27,991

(1) Adjusted EBITDA represents net earnings before interest and finance costs net, gains or losses from the change in fair value of derivative financial instruments, foreign exchange gains or losses, income taxes, depreciation, depreciation of drydocking costs, impairment and gains or losses from sale of vessels. Adjusted EBITDA does not represent and should not be considered as an alternative to total comprehensive income/(loss) or cash generated from operations, as determined by IFRS, and our calculation of Adjusted EBITDA may not be comparable to that reported by other companies. Adjusted EBITDA is not a recognized measurement under IFRS.

Adjusted EBITDA is included herein because it is a basis upon which we assess our financial performance and because we believe that it presents useful information to investors regarding a company’s ability to service and/or incur indebtedness and it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under IFRS. Some of these limitations are:

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our debt;

Adjusted EBITDA does not reflect changes in or cash requirements for our working capital needs; and

other companies in our industry may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered a measure of discretionary cash available to us to invest in the growth of our business.

The following table sets forth a reconciliation of total comprehensive income/ (loss) to Adjusted EBITDA (unaudited) for the periods presented:

	Six Months Ended June 30, (unaudited)						Year Ended December 31,
	(Expressed in Thousands of U.S. Dollars, except per share data)
	2010			2009			2009			2008			2007
Total comprehensive income/(loss) for the period/year		1,090			(11,629	)		(10,079	)		42,818			12,025
Interest and finance costs, net		754			1,103			1,894			6,761			5,019
Loss/(gain) on derivative financial instruments		564			(309	)		(143	)		1,373			-
Foreign exchange losses/(gains)		956			(34	)		178			626			(298	)
Depreciation		2,816			6,989			11,204			17,407			10,212
Depreciation of drydocking costs		260			836			1,512			1,572			1,033
Loss/(gain) on sale of vessel		(7	)		-			802			(15,095	)		-
Impairment loss		-			18,826			28,429			20,224			-
Adjusted EBITDA (unaudited)		6,433			15,782			33,797			75,686			27,991

	Six Months Ended June 30, (unaudited)		Year Ended December 31,
	(Expressed in Thousands of U.S. Dollars)
	2010		2009		2008		2007
Statements of financial position data
Total non-current assets		196,216		93,204		216,075		273,781
Total current assets (including “Non-current assets classified as held for sale”)		24,372		94,366		68,371		11,719
Total assets		220,588		187,570		284,446		285,500
Total equity		114,696		113,458		121,783		96,677
Total non-current liabilities		90,828		36,218		79,735		157,069
Total current liabilities		15,064		37,894		82,928		31,754
Total equity and liabilities		220,588		187,570		284,446		285,500

	Six Months Ended June 30, (unaudited)						Year Ended December 31,
	(Expressed in Thousands of U.S. Dollars)
	2010			2009			2009			2008			2007
Statements of cash flows data
Net cash generated from operating activities		5,870			16,926			33,566			70,383			30,248
Net cash (used in)/generated from investing activities		(72,723	)		10,769			60,253			27,077			(183,044	)
Net cash generated from/(used in) financing activities		35,531			(26,693	)		(74,496	)		(72,857	)		159,770

	Six Months Ended June 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
Ownership days(1)		538			1,267			2,314			2,878			2,017
Available days(2)		538			1,256			2,277			2,808			1,965
Operating days(3)		529			1,239			2,246			2,781			1,837
Fleet utilization(4)		98.3	%		98.7	%		98.6	%		99.0	%		93.5	%
Average number of vessels(5)		3.0			7.0			6.3			7.9			5.5
Daily time charter equivalent (TCE) rate(6)	$	20,060		$	19,482		$	21,550		$	32,736		$	19,702

(1) Ownership days are the aggregate number of days in a period during which each vessel in our fleet has been owned by us.

(2) Available days are the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels for employment.

(3) Operating days are the number of available days in a period less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances.

(4) We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period.

(5) Average number of vessels is measured by the sum of the number of days each vessel was part of our fleet during a relevant period divided by the number of calendar days in such period.

(6) TCE rates are our voyage and time charter revenues less voyage expenses during a period divided by the number of our available days during the period excluding bareboat charter days and net revenue, which is consistent with industry standards. TCE is a non-GAAP measure. Please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The following table reflects the calculation of our daily TCE rates for the years ended December 31, 2009, 2008 and 2007 and the six months ended June 30, 2010 and 2009.

	Six Months Ended June 30, (unaudited)				Year Ended December 31,
	(Expressed in Thousands of U.S. Dollars, except number of days and daily TCE rates)
	2010		2009		2009		2008		2007

Time charter revenue	$	11,618	$	26,540	$	52,812	$	98,597	$	40,960
Less: Voyage expenses	$	845	$	2,070	$	3,742	$	6,674	$	2,245
Less: bareboat charter net revenue	$	21		-		-		-		-
Net revenue	$	10,752	$	24,470	$	49,070	$	91,923	$	38,715
Available days net of bareboat charter days		536		1,256		2,277		2,808		1,965
Daily TCE rate	$	20,060	$	19,482	$	21,550	$	32,736	$	19,702

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this prospectus. We believe that the following discussion contains forward-looking statements that involve risks and uncertainties. Actual results or plan of operations could differ materially from those anticipated by forward-looking information due to factors discussed under “Risk Factors” and elsewhere in this prospectus.

OVERVIEW

We are an integrated dry bulk shipping company, which began operations in September 2006, providing marine transportation services on a worldwide basis. We own, operate and manage a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Following the conclusion of our initial public offering on June 1, 2007, our common shares were listed on the AIM under the ticker “GLBS.” Our common shares will be suspended from trading on the AIM on the effective date of the registration statement to which this prospectus relates, and will be delisted from the AIM the day after the effective date. As of November 19, 2010, our issued and outstanding capital stock consisted of 7,241,865 common shares. Our fleet consists of three Supramax vessels, one Panamax vessel and one Kamsarmax vessel.

We intend to grow our fleet through timely and selective acquisitions of modern vessels in a manner that we believe will provide an attractive return on equity and will be accretive to our earnings and cash flow based on anticipated market rates at the time of purchase. There is no guarantee however, that we will be able to find suitable vessels to purchase or that such vessels will provide an attractive return on equity or be accretive to our earnings and cash flow.

Our policy is to charter our vessels on charters generally with durations of up to three years, while also engaging vessels on the spot market. We may, from time to time, enter into charters with longer durations depending on our assessment of market conditions.

The composition of our fleet has changed significantly since December 2009. As of December 31, 2009, our fleet consisted of four dry bulk vessels (two Handymaxes, one Supramax and one Panamax) with an aggregate carrying capacity of 212,915 dwt. As of March 31, 2010 our fleet consisted of two dry bulk vessels (one Supramax and one Panamax) with an aggregate carrying capacity of 126,555 dwt. As of June 30, 2010 and September 30, 2010, our fleet consisted of five dry bulk vessels (three Supramaxes, one Panamax and one Kamsarmax) with an aggregate carrying capacity of 319,913 dwt.

We seek to manage our fleet in a manner that allows us to maintain profitability across the shipping cycle and thus maximize returns for our shareholders. To accomplish this objective we have deployed our vessels primarily on a mix of time charters (with terms of between six months and two years) and spot charters. According to our assessment of market conditions, we have adjusted the mix of these charters to take advantage of the relatively stable cash flow and high utilization rates associated with time charters or to profit from attractive spot charter rates during periods of strong charter market conditions. As of June 30, 2010, our fleet was comprised of three vessels employed on a time charter, one vessel employed on a spot charter, and one vessel employed on a bareboat charter. The time charter on one such vessel in our fleet has since expired and the vessel operates on the spot market.

The average number of vessels in our fleet for the years ended December 31, 2007, 2008, and 2009 was 5.5, 7.9 and 6.3 respectively. The average number of vessels in our fleet for the six months ended June 30, 2010 and for the nine months ended September 30, 2010 was 3.0 and 3.7 vessels, respectively.

Our operations are managed by our Athens, Greece-based wholly owned subsidiary, Globus Shipmanagement Corp., which provides in-house commercial and technical management exclusively for our vessels. Globus Shipmanagement enters into a ship management agreement with each of our wholly owned vessel-owning subsidiaries to provide such services.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS

We believe that the important measures for analyzing trends in our results of operations consist of the following:

Ownership days . We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

Available days . We define available days as the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels for employment. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues.

Operating days . Operating days are the number of available days in a period less the aggregate number of days that the vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels generate revenues.

Fleet utilization . We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.

Average number of vessels . We measure average number of vessels by the sum of the number of days each vessel was part of our fleet during a relevant period divided by the number of calendar days in such period.

TCE rates . We define TCE rates as our voyage and time charter revenues less voyage expenses during a period divided by the number of our available days during the period excluding bareboat charter days and net revenues, which is consistent with industry standards. TCE is a non-GAAP measure. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally not expressed in per day amounts while charter hire rates for vessels on time charters generally are expressed in such amounts.

The following table reflects our ownership days, available days, operating days, average number of vessels and fleet utilization for the periods indicated.

	Six Months Ended June 30,						Year Ended December 31,
	2010			2009			2009			2008			2007
Ownership days		538			1,267			2,314			2,878			2,017
Available days		538			1,256			2,277			2,808			1,965
Operating days		529			1,239			2,246			2,781			1,837
Fleet utilization		98.3	%		98.7	%		98.6	%		99.0	%		93.5	%
Average number of vessels		3.0			7 .0			6.3			7.9			5.5
Daily time charter equivalent (TCE) rate	$	20,060		$	19,482		$	21,550		$	32,736		$	19,702

We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which our vessels may be employed between the periods. Our management also utilizes TCE to assist them in making decisions regarding employment of our vessels. We believe that our method of calculating TCE is consistent with industry standards and is determined by dividing net revenues after deducting voyage expenses, including commissions, by available days for the relevant period excluding bareboat charter days and net revenues. Voyage expenses primarily consist of brokerage commissions, port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charter under a time charter contract.

The following table reflects the calculation of our daily TCE rates for the periods indicated.

	Six Months Ended June 30, (unaudited)				Year Ended December 31,
	(Expressed in Thousands of U.S. Dollars, except number of days and daily TCE rates)
	2010		2009		2009		2008		2007

Time charter revenue	$	11,618	$	26,540	$	52,812	$	98,597	$	40,960
Less: Voyage expenses	$	845	$	2,070	$	3,742	$	6,674	$	2,245
Less: bareboat charter net revenue	$	21		-		-		-		-
Net revenue	$	10,752	$	24,470	$	49,070	$	91,923	$	38,715
Available days net of bareboat charter days		536		1,256		2,277		2,808		1,965
Daily TCE rate	$	20,060	$	19,482	$	21,550	$	32,736	$	19,702

LACK OF HISTORICAL OPERATING DATA FOR VESSELS BEFORE THEIR ACQUISITION

Consistent with shipping industry practice, we were not and have not been able obtain the historical operating data for the secondhand vessels we purchase, in part because that information is not material to our decision to acquire such vessels, nor do we believe such information would be helpful to potential investors in our common shares in assessing our business or profitability. We purchased our vessels under a standardized agreement commonly used in shipping practice, which, among other things, provides us with the right to inspect the vessel and the vessel’s classification society records. The standard agreement does not provide us the right to inspect, or receive copies of, the historical operating data of the vessel. Accordingly, such information was not available to us. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. Typically, the technical management agreement between a seller’s technical manager and the seller is automatically terminated and the vessel’s trading certificates are revoked by its flag state following a change in ownership.

In addition, and consistent with shipping industry practice, we treat the acquisition of vessels from unaffiliated third parties as the acquisition of an asset rather than a business. We believe that, under the applicable provisions of Rule 11-01(d) of Regulation S-X under the Securities Act, the acquisition of our vessels does not constitute the acquisition of a “business” for which historical or pro forma financial information would be provided pursuant to Rules 3-05 and 11-01 of Regulation S-X.

Although vessels are generally acquired free of charter, we may in the future acquire some vessels with time charters. Where a vessel has been under a voyage charter, the vessel is usually delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the seller to continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume that charter, the vessel cannot be acquired without the charterer’s consent and the buyer entering into a separate direct agreement, called a novation agreement, with the charterer to assume the charter. The purchase of a vessel itself does not transfer the charter because it is a separate service agreement between the vessel owner and the charterer.

Where we identify any intangible assets or liabilities associated with the acquisition of a vessel, we record all identified assets or liabilities at fair value. Fair value is determined by reference to market data. We value any asset or liability arising from the market value of the time charters assumed when a vessel is acquired. The amount to be recorded as an asset or liability at the date of vessel delivery is based on the difference between the current fair market value of the charter and the net present value of future contractual cash flows. When the present value of the time charter assumed is greater than the current fair market value of such charter, the difference is recorded as prepaid charter revenue. When the opposite situation occurs, any difference, capped to the vessel’s fair value on a charter free basis, is recorded as deferred revenue. Such assets and liabilities, respectively, are amortized as a reduction of, or an increase in, revenue over the period of the time charter assumed.

If we purchase a vessel and assume or renegotiate a related time charter, we must take the following steps before the vessel will be ready to commence operations:

obtain the charterer’s consent to us as the new owner;

obtain the charterer’s consent to a new technical manager;

in some cases, obtain the charterer’s consent to a new flag for the vessel;

arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer;

replace all hired equipment on board, such as gas cylinders and communication equipment;

negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;

register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;

implement a new planned maintenance program for the vessel; and

ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.

The following discussion is intended to help you understand how acquisitions of vessels affect our business and results of operations.

Our business is comprised of the following main elements:

employment and operation of our dry bulk vessels; and

management of the financial, general and administrative elements involved in the conduct of our business and ownership of our dry bulk vessels.

The employment and operation of our vessels require the following main components:

vessel maintenance and repair;

crew selection and training;

vessel spares and stores supply;

contingency response planning;

onboard safety procedures auditing;

accounting;

vessel insurance arrangement;

vessel chartering;

vessel security training and security response plans (ISPS);

obtain ISM certification and audit for each vessel within the six months of taking over a vessel;

vessel hire management;

vessel surveying; and

vessel performance monitoring.

The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the following main components:

management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts;

management of our accounting system and records and financial reporting;

administration of the legal and regulatory requirements affecting our business and assets; and

management of the relationships with our service providers and customers.

The principal factors that affect our profitability, cash flows and shareholders’ return on investment include:

rates and periods of hire;

levels of vessel operating expenses, including repairs and drydocking;

purchase and sale of vessels;

depreciation expenses;

financing costs; and

fluctuations in foreign exchange rates.

CHARTER & SPOT MARKET REVENUE

Overview

We generate revenues by charging our customers for the use of our vessels to transport their dry bulk commodities. Under a time charter, the charterer pays us a fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. We remain responsible for paying the chartered vessel’s operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses. Under a bareboat charter, the charterer pays us a fixed daily charter hire rate and bears all voyage expenses, as well as the vessel’s operating expenses.

Spot charters can be spot voyage charters or spot time charters. Spot voyage charters involve the carriage of a specific amount and type of cargo on a load-port to discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis. Under a spot voyage charter, the vessel owner is responsible for the payment of all expenses including capital costs, voyage and expenses, such as port, canal and bunker costs. A spot time charter is a contract to charter a vessel for an agreed period of time at a set daily rate. Under spot time charters, the charterer pays the voyage expenses.

Revenues

Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the amount of daily hire rates that our vessels earn under charters or on the spot market, which, in turn, are affected by a number of factors, including:

the duration of our charters;

the number of days our vessels are hired to operate on the spot market;

our decisions relating to vessel acquisitions and disposals;

the amount of time that we spend positioning our vessels for employment;

the amount of time that our vessels spend in drydocking undergoing repairs;

maintenance and upgrade work;

the age, condition and specifications of our vessels;

levels of supply and demand in the dry bulk shipping industry; and

other factors affecting spot market charter rates for dry bulk vessels.

Our revenues grew significantly in 2008 as a result of the enlargement of our fleet, which increased our ownership, available and operating days. Revenues also increased in 2008 due to high time charter rates negotiated on vessels before the drastic decline in the dry bulk market during the latter five months of 2008, although not all of our vessels were employed through time charters.

Our revenues in 2009 declined as we were exposed to the lower charter rates on the spot market and consequently a number of vessels were fixed to new employments at daily time charter rates considerably lower than their previous employments, in addition to the lower spot charter rates we earned. We also disposed of vessels in 2009, which led to decreased ownership, available and operating days.

Our revenues declined during the six months ended June 30, 2010 as a result of the decrease in the number of vessels in our fleet.

Employment of our Vessels

As of June 30, 2010, we employed our vessels as follows:

m/v Tiara Globe – on a time charter with Transgrain Shipping that began in February 2010 and is scheduled to expire in a minimum of 24 months (maximum of 26 months) from such date, at the gross rate of $20,000 per day.

m/v Star Globe – on a time charter with Transgrain Shipping that began in May 2010 and is scheduled to expire in a minimum of 11 months (maximum of 13 months) from such date, at the gross rate of $22,000 per day.

m/v River Globe – on a time charter with Eastern Bulk Carriers A/S at the gross rate of $25,000 per day, which has since been redelivered to us. We currently employ such vessel on the spot market while we contemplate employing this vessel on a new time charter.

m/v Jin Star – on a bareboat charter with Eastern Media International Corporation and Far Eastern Silo & Shipping (Panama) S.A. for a period of five years (which can be extended for one year at the charterer’s option, and thereafter extended one additional year at our option), at the gross rate of $14,250 per day.

m/v Sky Globe – on the spot market.

Our charter agreements subject us to counterparty risk. In depressed market conditions, charterers may seek to renegotiate the terms of their existing charter parties or avoid their obligations under those contracts. Should counterparties to one or more of our charters fail to honor their obligations under their agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations, cash flows and ability to pay dividends.

VOYAGE EXPENSES

We charter our vessels primarily through time charters under which the charterer is responsible for most voyage expenses, such as the cost of bunkers (fuel oil), port expenses, agents’ fees, canal dues, extra war risks insurance and any other expenses related to the cargo.

Whenever we employ our vessels on a voyage basis (such as trips for the purpose of geographically repositioning a vessel or trip(s) after the end of one time charter and up to the beginning of the next time charter), we incur voyage expenses that include port expenses and canal charges and bunker (fuel oil) expenses.

If we charter our vessels on bareboat charters, the charterer will pay all voyage expenses.

As is common in the shipping industry, we have historically paid commissions ranging from 3.75% to 6.25% of the total daily charter hire rate of each charter to unaffiliated ship brokers and in-house brokers associated with the charterers, depending on the number of brokers involved with arranging the charter.

For 2009, 2008 and 2007, commissions amounted to $2.7 million, $4.8 million and $1.9 million, respectively. During the six-month period ended June 30, 2010, commissions amounted to $0.6 million.

We believe that the amounts and the structures of our commissions are consistent with industry practices.

These commissions are directly related to our revenues. We therefore expect that the amount of total commissions will increase as the size of our fleet grows as a result of additional vessel acquisitions and employment of those vessels.

VESSEL OPERATING EXPENSES

Vessel operating expenses include costs for crewing, insurance, repairs and maintenance, lubricants, spare parts and consumable stores, statutory and classification tonnage taxes and other miscellaneous expenses. We calculate daily vessel operating expenses by dividing vessel operating expenses by ownership days for the relevant time period excluding bareboat charter days.

Our vessel operating expenses have historically fluctuated as a result of changes in the size of our fleet. In addition, a portion of our vessel operating expenses is in currencies other than the U.S. dollar, such as costs related to repairs, spare parts and consumables. These expenses may increase or decrease as a result of fluctuation of the U.S. dollar against these currencies.

We expect that crewing costs will increase in the future due to the shortage in the supply of qualified sea-going personnel. In addition, we expect that drydocking and maintenance costs will increase as our vessels age. Other factors that may affect the shipping industry in general, such as the cost of insurance, may also cause our expenses to increase. To the extent that we purchase additional vessels, we expect our vessel operating expenses to increase accordingly.

DEPRECIATION

The cost of our vessels is depreciated on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years from the date of delivery from the shipyard. Furthermore, we estimate the residual values of our vessels to be $200 per light-weight ton. We do not expect these assumptions to change in the near future. Our depreciation charges have decreased in recent periods due to the reduction of the size our fleet which has also led to a decrease of ownership days. We expect that these charges will increase if we acquire additional vessels.

DEPRECIATION OF DRYDOCKING COSTS

Vessels are required to be drydocked for major repairs and maintenance that cannot be performed while the vessels are operating. Drydockings occur approximately every 2.5 years. The costs associated with the drydockings are capitalized and depreciated on a straight-line basis over the period between drydockings, to a maximum of 2.5 years. At the date of acquisition of a secondhand vessel, we estimate the component of the cost that corresponds to the economic benefit to be derived until the first scheduled drydocking of the vessel under our ownership and this component is depreciated on a straight-line basis over the remaining period through the estimated drydocking date.

ADMINISTRATIVE EXPENSES

Our administrative expenses include payroll expenses, traveling, promotional and other expenses associated with us being a public company, which include the preparation of disclosure documents, legal and accounting costs, director and officer liability insurance costs and costs related to compliance. We expect that our administrative expenses will increase as we enlarge our fleet.

ADMINISTRATIVE EXPENSES PAYABLE TO RELATED PARTIES

Our administrative expenses payable to related parties include cash remuneration of our executive officers and directors and rental of our office space.

SHARE-BASED PAYMENTS

We operate an equity-settled, share-based compensation plan. The value of the service received in exchange of the grant of shares is recognized as an expense. The total amount to be expensed over the vesting period is determined by reference to the fair value of the share awards at the grant date. The relevant expense is recognized in the income statement component of the consolidated statement of comprehensive income, with a corresponding impact in equity.

IMPAIRMENT LOSS

We assess at each reporting date whether there is an indication that a vessel may be impaired. The vessel’s recoverable amount is estimated when events or changes in circumstances indicate the carrying value may not be recoverable. If such indication exists and where the carrying value exceeds the estimated recoverable amounts, the vessel is written down to its recoverable amount. The recoverable amount is the greater of fair value less costs to sell and value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the vessel. Impairment losses are recognized in the consolidated statement of comprehensive income. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of comprehensive income. After such a reversal, the depreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over its remaining useful life.

GAIN/(LOSS) ON SALE OF VESSEL

Gain or loss on the sale of a vessel is the residual value remaining after deducting from the vessel’s sale proceeds, the carrying value of the vessel at the date of delivery to its new owners and the total expenses associated with the sale.

OTHER (EXPENSES)/INCOME, NET

We include other operating expenses or income that is not classified otherwise. It mainly consists of provisions for insurance claims deductibles and refunds from insurance claims.

INTEREST INCOME FROM BANK BALANCES & DEPOSITS

We earn interest on the funds we have deposited with banks as well as from short-term certificates of deposit.

INTEREST EXPENSE AND FINANCE COSTS

We incur interest expense and financing costs in connection with the indebtedness under our credit facility and loan agreement. We also incurred financing costs in connection with establishing those arrangements, which is included in our finance costs and amortization and write-off of deferred finance charges. As of December 31, 2009, 2008 and 2007, we had $70.6 million, $157.6 million and $183.2 million of indebtedness outstanding under our then existing credit facilities, respectively. As of June 30, 2010, outstanding bank debt is $102.2 million. We incur interest expense and financing costs relating to our outstanding debt as well as our available but undrawn credit facility. We will incur additional interest expense in the future on our outstanding borrowings and under future borrowings to finance future acquisitions.

(LOSS)/GAIN ON DERIVATIVE FINANCIAL INSTRUMENTS

We may enter into derivative instruments, which mainly consist of interest rate SWAP agreements. Derivative financial instruments are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured at fair value. Changes in the fair value of these derivative instruments are recognized immediately in the income statement component of the consolidated statement of comprehensive income.

FOREIGN EXCHANGE (LOSSES)/GAINS, NET

We generate substantially all of our revenues from the trading of our vessels in U.S. dollars but incur a portion of our expenses in currencies other than the U.S. dollar. While we were incorporated in Jersey, the majority of our general and administrative expenses as well as the dividends paid to shareholders were in U.K. pounds sterling. Following our redomiciliation into the Marshall Islands and the listing of our common shares on the Nasdaq Global Market, we do not anticipate having any material expenses in U.K. pounds sterling, and going forward our dividends will be declared and paid in U.S. dollars.

For cash management, or treasury, purposes, we convert U.S. dollars into foreign currencies to pay for our non-U.S. dollar expenses, which we then hold on deposit until the date of each transaction. Fluctuations in foreign exchange rates create foreign exchange gains or losses when we mark-to-market these non-U.S. dollar deposits.

For accounting purposes, expenses incurred in all foreign currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction.

Because a portion of our expenses is payable in currencies other than the U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates, which could affect the amount of net income that we report in future periods.

RESULTS OF OPERATIONS

The following is a discussion of our operating results for the six-month period ended June 30, 2010 compared to the six-month period ended June 30, 2009, for the year ended December 31, 2009 compared to the year ended December 31, 2008 and for the year ended December 31, 2008 compared to the year ended December 31, 2007.

Six-month period ended June 30, 2010 compared to the six-month period ended June 30, 2009

During the six-month period ended June 30, 2010, we had an average of 3.0 dry bulk vessels in our fleet. During the six-month period ended June 30, 2009, we had an average of 7.0 dry bulk vessels in our fleet. The m/v Sea Globe and m/v Coral Globe were sold in February 2010, the m/v Sky Globe and m/v Star Globe were delivered to us in May 2010 and the m/v Jin Star was delivered to us in June 2010.

Time charter revenue . Time charter revenue decreased by $14.9 million, or 56%, to $11.6 million during the six-month period ended June 30, 2010, compared to $26.5 million during the six-month period ended June 30, 2009. Net revenues decreased by $13.7 million, or 56%, to $10.8 million during the six-month period ended June 30, 2010, compared to $24.5 million during the six-month period ended June 30, 2009. The decrease is partly attributable to a decrease in the size of the fleet, which resulted in a 57% decrease in operating days and effectively reduced our net revenues by approximately $14 million, assuming all other variables were held constant. The decrease is also partly attributable to continued volatility of market conditions. During the six-month period ended June 30, 2010, we had total operating days of 529 and fleet utilization of 98.3%, compared to 1,239 total operating days and a fleet utilization of 98.7% during the six-month period ended June 30, 2009.

Voyage expenses . Voyage expenses decreased by $1.3 million, or 62%, to $0.8 million during the six-month period ended June 30, 2010, compared to $2.1 million during the six-month period ended June 30, 2009. This decrease is attributable to the decrease in our revenues and the reduction in the size of our fleet.

Vessel operating expenses . Vessel operating expenses decreased by $3.1 million, or 54%, to $2.6 million during the six-month period ended June 30, 2010, compared to $5.7 million during the six-month period ended June 30, 2009. This decrease is attributable to the reduction in the size of our fleet.

Average daily operating expenses were $4,922 during the six-month period ended June 30, 2010, compared to $4,481 during the six-month period ended June 30, 2009, representing an increase of 10%. This increase is mostly due to the initial supplies for the m/v Sky Globe and m/v Star Globe , which were delivered to us in May 2010.

Depreciation . Depreciation decreased by $4.2 million, or 60%, to $2.8 million during the six-month period ended June 30, 2010, compared to $7.0 million during the six-month period ended June 30, 2009. This decrease is a direct result of the decrease in the number of vessels in our fleet.

Depreciation of drydocking costs . Depreciation of drydocking costs decreased by $0.5 million, or 63%, to $0.3 million during the six-month period ended June 30, 2010, compared to $0.8 million during the six-month period ended June 30, 2009. This decrease is directly the result of the decrease in the number of vessels in our fleet.

Share-based payments . Share-based payments decreased by $1.4 million to $0.1 million during the six-month period ended June 30, 2010, compared to $1.5 million during the six-month period ended June 30, 2009. The decrease is due to a decrease in the number of shares we paid to our executives during the six-month period ended June 30, 2010. In April 2009, our board of directors, in agreement with our chief executive officer, decided to release the unvested 171,052 common shares awarded in March 2008 to our chief executive officer under our long term incentive plan, which we refer to as our incentive plan. We accounted for the cancellation of this award as an acceleration of vesting and as such, we immediately recognized the amount that otherwise would have been recognized over the remainder of the vesting period to March 2011. The amount recognized was $1.4 million.

Impairment loss . During the six-month period ended June 30, 2009, we entered into two memoranda of agreement for the sale of the m/v Island Globe and m/v Gulf Globe . From the date each memorandum of agreement was executed up until the delivery of each vessel to its respective new owner, the vessels were classified as held for sale and were measured at the lower of their carrying amount and fair value less cost to sale. As a result, we recognized an impairment loss of approximately $18.8 million for the six-month period ended June 30, 2009. We did not recognize any impairment charge during the six-month period ended June 30, 2010.

Interest income from bank balances & deposits . Interest income decreased by $0.3 million, or 60%, to $0.2 million during the six-month period ended June 30, 2010, compared to $0.5 million during the six-month period ended June 30, 2009. The decrease is attributable to the decrease in the average cash and cash balances and bank deposits during the six-month period ended June 30, 2010.

Interest expense and finance costs . Interest expense decreased by $0.6 million, or 38%, to $1.0 million during the six-month period ended June 30, 2010, compared to $1.6 million during the six-month period ended June 30, 2009. The decrease is attributable to a de crease in our average loan balances , all of which were denominated in U.S. dollars .

Loss/(gain) on derivative financial instruments . At June 30, 2010, the two interest rate SWAP agreements (for $25 million in total, or 24% of our then-existing total debt outstanding of $102.2 million) were recorded at fair value, which resulted in a $0.6 million non-cash unrealized loss compared to the valuation of the SWAP agreements for the six-month period ended June 30, 2009. The valuation of our interest rate swaps at the end of each six-month period is affected by the prevailing interest rates at the time.

Foreign exchange (losses)/gains, net . Foreign currency losses were $1.0 million during the six-month period ended June 30, 2010, compared to a gain of $0.03 million during the six-month period ended June 30, 2009. Foreign currency exchange losses resulted primarily from the change in fair value of cash deposits in Euro, as well as currency exchanges to pay for vessel operating expenses and general and administrative expenses, a material portion of which were in currencies other than the U.S. dollar.

Year ended December 31, 2009 compared to the year ended December 31, 2008

During the year ended December 31, 2009, we agreed to sell to unaffiliated third parties five vessels, each of which was built in the mid-1990s. Three of these vessels (the m/v Island Globe , m/v Gulf Globe and m/v Lake Globe ) were delivered to their new owners during 2009, and two vessels (the m/v Sea Globe and m/v Coral Globe ) were delivered to their new owners in February 2010. At the time in 2009 when both parties executed each of the five memoranda of agreement to sell these vessels, the book value (or carrying amount) of each of such vessels was higher than the agreed sale price. The mandatory adjustment of the book values (or carrying amount) of these five vessels resulted in a $28.4 million impairment charge for the year ended December 31, 2009 and we had an operating loss of $8.2 million, whereas during the year ended December 31, 2008, we had an operating profit of $51.6 million.

During the year ended December 31, 2008, we sold to an unaffiliated third party the m/v Ocean Globe , built in the mid-1990s, for a sale price that exceeded the book value (or carrying amount) of the vessel, which resulted in a $15.1 million profit on the sale.

During the year ended December 31, 2009, we had an average of 6.3 dry bulk vessels in our fleet. During the year ended December 31, 2008, we had an average of 7.9 dry bulk vessels in our fleet.

Time charter revenue . Time charter revenue decreased by $45.8 million, or 46%, to $52.8 million for 2009, compared to $98.6 million for 2008. Net revenues decreased by $42.8 million, or 47%, to $49.1 million for 2009, from $91.9 million for 2008. The decrease is partly attributable to a decrease in the size of the fleet, which resulted in a 19% decrease in operating days and effectively reduced our time charter revenue by approximately $17.4 million, assuming all other variables were held constant. In addition, the decrease is partly attributable to a 34% decrease in average TCE rates due to the unfavorable shipping rates in 2009 compared to 2008, which effectively reduced our net revenues by approximately $25.4 million, assuming all other variables were held constant. In 2009, we had total operating days of 2,246 and fleet utilization of 98.6%, compared to 2,781 total operating days and a fleet utilization of 99.0% in 2008.

Voyage expenses . Voyage expenses decreased by $3.0 million, or 45%, to $3.7 million in 2009, compared to $6.7 million in 2008. This decrease is attributable to the decrease in our revenues and the reduction of the size of our fleet.

Vessel operating expenses . Vessel operating expenses decreased by $2.4 million, or 19%, to $10.1 million in 2009, compared to $12.5 million in 2008. The decrease in operating expenses is attributable to the 20% decrease in ownership days resulting from the sale of vessels in our fleet. The breakdown of our operating expenses for the year 2009 was as follows:

Crew expenses	52%
Repairs and spares	17%
Insurance	11%
Stores	9%
Lubricants	9%
Other	2%

Daily operating expenses were $4,381 in 2009 compared to $4,356 in 2008, representing an increase of under 1%. This increase is a result of a combination of lower insurance costs due to the lower values of our vessels , higher crewing cost attributable to increased salaries paid to our crews and higher cost for lubricants due to increased lubricants prices.

Depreciation . Depreciation decreased by $6.2 million, or 36%, to $11.2 million for 2009, compared to $17.4 million for 2008. This decrease is directly the result of the decrease in the number of vessels in our fleet.

Depreciation of drydocking costs . Depreciation of drydocking costs decreased by $0.1 million, or 5%, to $1.5 million for 2009, compared to $1.6 million for 2008.

Administrative expenses . Administrative expenses for 2009 decreased by $0.1 million or 5% to $2.0 million, compared to $2.1 million in 2008. The decrease in administration expenses is due to our improved cost efficiency.

Share-based payments . Share-based payments for 2009 increased by $1 million or 125% to $1.8 million, compared to $0.8 million in 2008. On April 21, 2009, our board of directors in agreement with our chief executive officer, decided to release the unvested 171,052 common shares awarded on March 4, 2008 to our chief executive officer under our incentive plan. We accounted for the cancellation of the award as an acceleration of vesting and therefore recognized immediately the amount that otherwise would have been recognized over the remaining of the vesting period to March 4, 2011. The amount recognized was $1.4 million.

Impairment loss . In 2009, we entered into five memoranda of agreement for the sale of the m/v Sea Globe , m/v Coral Globe , m/v Island Globe , m/v Gulf Globe and m/v Lake Globe . From the date each memorandum of agreement was executed until the delivery of each vessel to its respective new owner, the vessels were classified as held for sale and were measured at the lower of their carrying amount and fair value less cost to sale. As a result, we recognized an impairment loss of approximately $28.4 million for the year ended December 31, 2009. As of December 31, 2008, we assessed whether any of our vessels may have been impaired. We concluded that the recoverable amount for the m/v Tiara Globe and m/v River Globe was lower than their carrying values. Subsequently, we recognized an impairment loss of approximately $20.2 million for the year ended December 31, 2008.

(Loss)/gain on sale of vessel . In 2009, we had a loss on sale of vessel of $0.8 million, compared to a gain on sale of vessel of $15.1 million in 2008. The loss is mainly attributable to a discount on the sale proceeds received due to late delivery of m/v Island Globe to its new owners.

Interest income from bank balances & deposits . Interest income increased by $0.1 million, or 11%, to $1.0 million in 2009, compared to $0.9 million in 2008. The increase is attributable to the increased cash balances on average in our accounts.

Interest expense and finance costs . Interest expense decreased by $4.8 million, or 62%, to $2.9 million in 2009, compared to $7.7 million in 2008. The decrease is attributable to the lower prevailing LIBOR rates. The total outstanding bank loans as of December 31, 2009 amounted to $70.6 million compared to $157.6 million as of December 31, 2008. All of our bank loans are denominated in U.S. dollars.

Gain/(loss) on derivative financial instruments . At December 31, 2009, the two interest rate SWAP agreements (for $25.0 million in total or 35% of our then-existing total debt outstanding of $70.6 million) were recorded at fair value, which resulted in a $0.1 million non-cash unrealized gain in favor of us as compared to the valuation of the SWAP agreements as of December 31, 2008.

Foreign exchange (losses)/gains, net . Foreign exchange losses were $0.2 million for 2009, compared to losses of $0.6 million in 2008. Foreign currency exchange losses resulted primarily from currency exchanges to pay for operating expenses of our fleet and general and administrative expenses, a material portion of which were in currencies other than the U.S. dollar.

Year ended December 31, 2008 compared to the year ended December 31, 2007

During the year ended December 31, 2008, we had an average of 7.9 dry bulk vessels in our fleet. During the year ended December 31, 2007, we had an average of 5.5 dry bulk vessels in our fleet.

During the year ended December 31, 2008, we sold the m/v Ocean Globe to an unaffiliated third party.

During the year ended December 31, 2007, we acquired the m/v Gulf Globe in January, the m/v Island Globe in July and the m/v River Globe and the m/v Tiara Globe in December.

Time charter revenue . Time charter revenue increased by $57.6 million, or 140%, to $98.6 million for 2008, compared to $41.0 million for 2007. Net revenues increased by $53.2 million, or 137%, to $91.9 million for 2008, from $38.7 million for 2007. The increase is partly attributable to an increase in the size of our fleet resulting in a 51% increase in operating days, which effectively increased our time charter revenue by approximately $16.6 million, assuming all other variables were held constant. The increase in revenues is also partly attributable to a 66% increase in TCE rates as a result of the favorable shipping rates in 2008 compared to the same period of 2007, which effectively increased our net revenues by approximately $36.6 million, assuming all other variables were held constant. The net increase in operating days during 2008 resulted from the enlargement of our fleet following our acquisition of the m/v Tiara Globe and the m/v River Globe , both in late December 2007, and was offset with days lost due to the sale of the m/v Ocean Globe in November 2008. In 2008, we had total operating days of 2,781 and fleet utilization of 99.0%, compared to 1,837 total operating days and a fleet utilization of 93.5% in 2007.

Voyage expenses . Voyage expenses increased by $4.5 million, or 205%, to $6.7 million in 2008, compared to $2.2 million in 2007. This increase is attributable to our increased revenues and the increase in the number of days some vessels in our fleet operated on the spot market as compared to 2007 when all our vessels operated under time charters.

Vessel operating expenses . Vessel operating expenses increased by $4.9 million, or 64%, to $12.5 million in 2008, compared to $7.6 million in 2007. This increase is attributable to the 43% increase in ownership days resulting from the acquisition of the m/v Tiara Globe and the m/v River Globe , both in late December 2007 as well as higher crew costs, higher insurance premiums, higher prices for lubricants and other expenses. The breakdown of our operating expenses for the year 2008 was as follows:

Crew expenses	47%
Repairs and spares	17%
Stores	13%
Insurance	12%
Lubricants	9%
Other	2%

Daily operating expenses were $4,356 in 2008 compared to $3,787 in 2007, representing an increase of 15%.

Depreciation . Depreciation increased by $7.2 million, or 71%, to $17.4 million for 2008, from $10.2 million for 2007. This increase is the result of the net increase in the number of vessels in our fleet.

Depreciation of drydocking costs . Depreciation of drydocking costs increased by $0.6 million, or 60%, to $1.6 million for 2008, from $1.0 million for 2007. This increase is the result of the net increase in the number of vessels in our fleet.

Administrative expenses . Administrative expenses increased by $0.8 million, or 62%, to $2.1 million for 2008, compared to $1.3 million in 2007. The increase is due mainly to higher employee related expenses and higher general administration costs associated with the compliance requirements of an AIM listed company.

Administrative expenses payable to related parties . Administrative expenses payable to related parties decreased by $0.2 million, or 14%, to $1.2 million in 2008, compared to $1.4 million in 2007. The difference is attributable to a cash bonus paid to our executive directors in 2007.

Share-based payments . Share-based payments increased by $0.4 million, or 100%, to $0.8 million for 2008, compared to $0.4 million for 2007. The increase is due to the shares we paid to our executives in 2008, in compliance with our incentive plan, after our total shareholder return in 2007, which was calculated based on changes in share price and dividends paid over a calendar year, was higher relative to a peer group of publicly listed dry bulk shipping companies.

Impairment loss . As of December 31, 2008, due to the general decrease in vessel values worldwide, we assessed whether a vessel may be impaired, in compliance with our policy to assess at each reporting date whether there is an indication that our vessels may be impaired. We concluded that the recoverable amount for the m/v Tiara Globe and m/v River Globe was lower than their carrying values. Subsequently, we recognized an impairment loss of $20.2 million. We did not recognize any impairment in 2007.

(Loss)/gain on sale of vessel . In 2008, we gained $15.1 million on the sale of the m/v Ocean Globe , which selling price was higher than the carrying amount. We did not sell any vessels in 2007.

Interest income from bank balances & deposits . Interest income increased by $0.3 million, or 50%, to $0.9 million in 2008, compared to $0.6 million in 2007. The increase is attributable to increased cash generated by the operations of our growing fleet activities.

Interest expense and finance costs . Interest expense increased by $2.1 million, or 38%, to $7.7 million in 2008, compared to $5.6 million in 2007. The increase is attributable to the drawing of new debt in December 2007 to finance the acquisition of the m/v Tiara Globe and the m/v River Globe .

(Gain)/loss on derivative financial instruments . In November 2008, we entered into two interest rate SWAP agreements for $25.0 million in total, or 16% of our then-existing total debt outstanding of $157.6 million. As LIBOR interest rates fell, as of December 31, 2008 the two SWAP agreements had a total value of $1.4 million in favor of the SWAP counterparties, resulting in a non-cash mark-to-market valuation loss.

Foreign exchange (losses)/gains, net . Foreign currency losses were $0.6 million for 2008, compared to gains of $0.3 million in 2007. Foreign currency exchange gains and losses resulted primarily from currency exchanges to pay for the operating expenses of our fleet and general and administrative expenses, a material portion of which were in currencies other than the U.S. dollar. All of our bank loans are denominated in U.S. dollars.

INFLATION

Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, administrative and financing costs.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2009, we had $59.2 million in “cash and bank balances and bank deposits” that consisted of cash short-term bank deposits with original maturities shorter than three months.

As of December 31, 2009, we had an aggregate bank debt outstanding of $70.6 million of which $34.2 million was payable within the next 12 months, including the entire outstanding balance of $27.0 million for the loan secured by the m/v Sea Globe and the m/v Coral Globe , which were shown on our Statement of Financial Position as “held for sale” under memoranda of agreement signed in November 2009. We fully repaid this loan to Deutsche Schiffsbank in February 2010 upon the delivery of these two vessels to their new unaffiliated third party owners. In addition, at December 31, 2009, we had committed undrawn funds up to $36.4 million under the facility with Credit Suisse. As of June 30, 2010, we had an aggregate bank debt outstanding of $102.2 million, which includes $35.5 million drawn from Credit Suisse to finance the purchase of the m/v Sky Globe and m/v Star Globe and $26.7 million borrowed by Kelty Marine Ltd., a subsidiary that owns the m/v Jin Star , to finance the purchase of such vessel, and which has since paid a quarterly installment of $0.5 million and reduced the outstanding balance to $26.2 million.

Our primary uses of funds have been capital expenditures for the acquisition of vessels, vessel operating expenses, general and administrative expenses, expenditures incurred in connection with ensuring that our vessels comply with international and regulatory standards, financing expenses and repayments of bank loans and payments of dividends to our shareholders. We do not have any commitments for newbuilding contracts.

Since our operations began in 2006, we have financed our capital requirements with equity contributions from shareholders, long-term bank debt and cash from operations, including cash from sales of vessels. To finance further vessel acquisitions of either new or secondhand vessels, we anticipate that our primary sources of funds will be our current cash, cash from continuing operations, additional indebtedness to be raised and, possibly, future equity financings.

Working capital, which is current assets, including non-current assets held for sale minus current liabilities, including the current portion of long-term debt, amounted to $56.5 million as of December 31, 2009.

As of June 30, 2010, we had $102.2 million outstanding debt and cash (including bank balances and bank deposits that consisted of short-term bank deposits with original maturities shorter than three months) of $22.7 million. Our working capital amounted to $9.3 million as of June 30, 2010. As of September 30, 2010, our cash and bank balances and bank deposits exceeded $26.7 million and our outstanding debt was $101.7 million.

Because of the global economic downturn that has affected the international dry bulk industry we may not be able to obtain financing either from our credit facility or the equity markets. Based on our planned expenditures and assuming no unanticipated expenses, we believe that our cash reserves and expected cash from operations will be sufficient to meet our anticipated cash needs for working capital and capital expenditures for the next twelve months.

Cash Flows

Cash and bank balances and bank deposits decreased to $59.2 million as of December 31, 2009, compared to $65.3 million as of December 31, 2008. While $21.4 million, or 33%, was pledged as collateral at the end of 2008, only $6 million, or 10%, was pledged as collateral at the end of 2009. Cash and bank balances and bank deposits decreased to $22.7 million as of June 30, 2010, compared to $59.2 million as of December 31, 2009. We consider highly liquid investments such as bank time deposits with an original maturity of three months or less to be cash equivalents.

Net Cash Generated From Operating Activities

Net cash generated from operating activities decreased by $36.8 million, or 52%, to $33.6 million in 2009, compared to $70.4 million in 2008. The decrease was primarily attributable to the decrease in the number of operating days that we achieved during the year due to the operation of a smaller fleet and the decrease in time charter equivalent rate, which resulted in decreased revenues. Net cash provided by operating activities increased by $40.2 million, or 133%, to $70.4 million in 2008, compared to $30.2 million in 2007. This increase was primarily attributable to an increase in the charter equivalent rate, the increase of the average number of vessels in our fleet and the improved fleet utilization.

Net cash generated from operating activities decreased by $11.0 million to $5.9 million during the six-month period ended June 30, 2010, compared to $16.9 million during the six-month period ended June 30, 2009. The decrease was primarily attributable to the decrease in the number of operating days during the six-month period ended June 30, 2010 due to the operation of a smaller fleet.

Net Cash Generated From (Used In) Investing Activities

Net cash generated from investing activities was $60.3 million for 2009, which consisted mainly of the $49.0 million received from the sale of three vessels during 2009, plus $10.0 million which was reclassified upon the maturity of a time deposit with original maturity of four months, as compared to net cash from investing activities in 2008 of $27.1 million that related mostly to $36.8 million proceeds from the sale of the m/v Ocean Globe reduced by $10.0 million which was invested on a time deposit with maturity of four months.

Net cash generated from investing activities was $27.1 million for 2008, related mostly to the proceeds from the sale of the m/v Ocean Globe as compared to net cash used in investing activities of $183.0 million for 2007, mainly consisting of the acquisition of the m/v Gulf Globe , m/v Island Globe , m/v Tiara Globe and m/v River Globe for $22.3 million, $38.0 million, $66.9 million and $57.6 million, respectively.

Net cash used in investing activities was $72.7 million during the six-month period ended June 30, 2010, compared to net cash generated from investing activities of $10.8 million during the six-month period ended June 30, 2009. This was attributable to net cash of $106.1 million used for the acquisition of the m/v Star Globe , m/v Sky Globe and m/v Jin Star and $33.0 million generated from the sale of the m/v Sea Globe and m/v Coral Globe during the six-month period ended June 30, 2010, compared to $10.0 million that was reclassified upon the maturity of a time deposit with original maturity of four months during the six-month period ended June 30, 2009.

Net Cash Generated From (Used In) Financing Activities

Net cash used in financing activities in 2009 amounted to $74.5 million and consisted of $87.0 million of indebtedness that we repaid under our then-existing credit and loan facilities, plus $2.9 million of interest paid on our loans, reduced by $15.4 million of pledged cash, which was released by the bank.

Net cash used in financing activities in 2008 amounted to $72.9 million and consisted of $120.6 million of indebtedness that we repaid under our then-existing credit and loan facilities, $21.4 million which was pledged in favor of the bank, $18.5 million of dividends paid to shareholders and $7.8 million of interest paid on our loans. Net cash generated by financing activities in 2008 consisted of $95.0 million of proceeds drawn under our then-existing credit and loan facilities.

Net cash generated from financing activities in 2007 was $159.8 million, mainly consisting of $5.6 million equity financing prior to our IPO, $46.6 million equity financing upon the conclusion of our IPO on June 1, 2007 and $147.0 million of proceeds drawn under our then-existing credit and loan facilities for the acquisition of the m/v Island Globe , m/v Gulf Globe , m/v Tiara Globe and m/v River Globe. Net cash used in financing activities in 2007 includes an amount of $5.5 million of interest paid on our loans, $30 million indebtedness that we repaid under our then-existing credit and loan facilities and $2.9 million which was paid as dividends to shareholders in 2007.

Net cash generated from financing activities during the six-month period ended June 30, 2010 amounted to $35.5 million and consisted of $62.2 million of proceeds drawn for the acquisition of the m/v Star Globe , m/v Sky Globe and m/v Jin Star , $30.6 million of indebtedness that we repaid under our then-existing credit and loan facilities, plus $0.9 million of interest paid on our loans, reduced by $5.0 million of pledged cash, which was released by the bank.

Indebtedness

As of December 31, 2009 and 2008, we and our vessel-owning subsidiaries had outstanding borrowings under our credit facility from Credit Suisse and a loan from Deutsche Schiffsbank of an aggregate of $70.6 million and $157.6 million, respectively. We repaid such Deutsche Schiffsbank loan in full in February 2010.

As of June 30, 2010, our loan arrangements consisted of the following:

our reducing revolving credit facility with Credit Suisse, which we entered into in November 2007. Interest on outstanding balances are payable at 0.95% per annum over LIBOR, except when the aggregate security value of the mortgaged vessels is more than 200% of the outstanding balances, in which case the interest is 0.75% per annum over LIBOR. As of December 31, 2009, the reduced facility limit of our credit facility with Credit Suisse stood at $80 million, approximately $43.6 million of which was outstanding while approximately $36.5 million was undrawn and available. The credit facility limit reduces in 11 semi-annual reduction dates after May 2010, and $30.5 million is due on the final reduction date in November 2015. As of June 30, 2010, the outstanding balance of our credit facility with Credit Suisse was $75.5 million, which was equal to the reduced facility limit. We therefore cannot draw down any additional funds thereunder unless and until we repay a portion of the debt. The facility limit will be further reduced by $4.5 million in November 2010, on the Reduction Date, when we repay such amount to Credit Suisse; and

a loan agreement with Deutsche Schiffsbank, which our vessel-owning subsidiary, Kelty Marine, entered into in June 2010. Interest on outstanding balances under our loan agreement is payable at LIBOR plus a variable margin. The margin will depend on the “loan to value ratio,” which is a fraction where the numerator is the principal amount outstanding under our loan agreement and the denominator is the charter free market value of the vessel securing our loan agreement and any amount of free liquidity maintained with Deutsche Schiffsbank. As of June 30, 2010, $26.7 million remained outstanding, which is payable in 28 equal quarterly installments of $500,000, as well as a balloon payment of $12.65 million due together with the final installment in June 2017. As of September 30, 2010, $26.2 million remained outstanding.

Our loan arrangements generally contain, in addition to provisions relating to events of default, covenants requiring us, among other things, to ensure that:

we or Kelty Marine must maintain a minimum liquidity; and

the fair market value of the mortgaged vessel(s) must be no less than a certain percentage (which is greater than 100%) of outstanding borrowings under the respective loan arrangement.

(G)	this Mortgage is the “Mortgage” referred to in the Loan Agreement.

NOW THIS MORTGAGE WITNESSETH AND IT IS HEREBY AGREED as follows:

1	Definitions

1.1	Defined expressions

Words and expressions defined in the Loan Agreement and/or the Corporate Guarantee shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Mortgage.

1.2	Definitions

In this Mortgage unless the context otherwise requires:

“ Approved Brokers ” means such firm or firms of insurance brokers, appointed by the Owner, as may from time to time be approved in writing by the Mortgagee for the purposes of this Mortgage;

“ Casualty Amount ” means Two hundred and fifty thousand Dollars ($250,000) (or the equivalent in any other currency);

“ Collateral Instruments ” means notes, bills of exchange, certificates of deposit and other negotiable and non-negotiable instruments, guarantees, indemnities and other assurances against financial loss and any other documents or instruments which contain or evidence an obligation (with or without security) to pay, discharge or be responsible directly or indirectly for, any indebtedness or liabilities of the Owner or any other person liable and includes any documents or instruments creating or evidencing a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest of any kind;

“ Earnings ” means all moneys whatsoever from time to time due or payable to the Owner during the Security Period arising out of the use or operation of the Ship including (but without limiting the generality of the foregoing) all freight, hire and passage moneys, income arising under pooling arrangements, compensation payable to the Owner in event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;

“ Event of Default ” means any of the events or circumstances described in clause 10.1 of the Loan Agreement;

“ Expenses ” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Mortgagee) of:

(a)

all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature, (including, without limitation, Taxes, repair costs, registration fees and insurance premiums) suffered, incurred or paid by the Mortgagee in connection with the exercise of the powers referred to in or granted by the Corporate Guarantee, the Loan Agreement, this Mortgage, the General Assignment or any other of the Security Documents or otherwise payable by the Owner in accordance with clause 10 of this Mortgage or clause 8 of the General Assignment; and

(b)

interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from the date on which the same were suffered, incurred or paid by the Mortgagee until the date of receipt or recovery thereof (whether before or after judgement) at a rate per annum calculated in accordance with clause 2.5 of the Corporate Guarantee (as conclusively certified by the Mortgagee);

“ General Assignment ” means a deed of assignment bearing even date herewith made between the Owner and the Mortgagee whereby the Owner has assigned to the Mortgagee the Insurances, any Requisition Compensation and the Earnings of the Ship;

“ Guaranteed Liabilities ” shall have the meaning ascribed thereto in the Corporate Guarantee;

“ Insurances ” means all policies and contracts of insurance (which expression includes all entries of the Ship in a protection and indemnity or war risks association) which are from time to time during the Security Period in place or taken out or entered into by or for the benefit of the Owner (whether in the sole name of the Owner, or in the joint names of the Owner and the Mortgagee or otherwise) in respect of the Ship and her Earnings or otherwise howsoever in connection with the Ship and all benefits thereof (including claims of whatsoever nature and return of premiums);

“ Loan ” means the total principal amount of up to One hundred and twenty million Dollars ($120,000,000) referred to in recital (B) hereto advanced or to be advanced by the Mortgagee to the Borrower pursuant to the Loan Agreement or (as the context may require) the amount thereof at any time advanced and outstanding;

“ Loan Agreement ” means the agreement dated [ · ] 2007 mentioned in recital (B) hereto;

“ Loss Payable Clauses ” means the provisions regulating the manner of payment of sums receivable under the Insurances which are to be incorporated in the relevant insurance documents, such provisions to be in the forms set out in schedule 1 to the General Assignment or in such other form as may from time to time be required or agreed in writing by the Mortgagee;

“ Master Swap Agreement ” means the 2002 ISDA Master Swap Agreement dated as of [ · ] 2007 made between the Mortgagee and the Borrower mentioned in recital (C) hereto comprising an ISDA Master Agreement (and a Schedule thereto) together with any Confirmations (as defined therein) supplemental thereto;

“ Master Swap Agreement Liabilities ” means, at any relevant time, all liabilities, actual or contingent, present or future, owing by the Borrower to the Mortgagee under the Master Swap Agreement;

“ Mortgagee ” includes the successors in title and the Assignees and/or Transferees of the Mortgagee;

“ Notice of Assignment of Insurances ” means a notice of assignment in the form set out in schedule 2 to the General Assignment or in such other form as may from time to time be required or agreed in writing by the Mortgagee;

“ Outstanding Indebtedness ” means the aggregate of the Guaranteed Liabilities and interest accrued and accruing thereon, the Master Swap Agreement Liabilities, the Expenses and all other sums of money from time to time owing to the Mortgagee, whether actually or contingently, under the Corporate Guarantee, the Loan Agreement, the Master Swap Agreement, the other Security Documents or any of them;

“ Owner ” includes the successors in title of the Owner;

“ Requisition Compensation ” means all moneys or other compensation from time to time payable during the Security Period by reason of the Compulsory Acquisition of the Ship;

“ Security Documents ” means the Corporate Guarantee, the Loan Agreement, the Master Swap Agreement, this Mortgage, the General Assignment and any other such document as may have been or may hereafter be executed to guarantee and/or secure all or any part of the Guaranteed Liabilities, the Master Swap Agreement Liabilities, the Loan, interest thereon and other moneys from time to time owing by the Owner and/or any other Security Party pursuant to the Corporate Guarantee and/or the other Security Documents or any of them (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement);

“ Security Period ” means the period commencing on the date hereof and terminating upon discharge of the security created by the Security Documents by payment of all moneys payable thereunder;

“ Ship ” means the vessel described in Recital (A) hereto and includes any interest therein and her engines, machinery, boats, tackle, outfit, spare gear, fuel, consumable or other stores, belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and also any and all additions, improvements and replacements hereafter made in or to such vessel or any part thereof or in or to her equipment and appurtenances aforesaid; and

“ Total Loss ” means:

(a)

actual, constructive, compromised or arranged total loss of the Ship; or

(b)

the Compulsory Acquisition of the Ship; or

(c)

the hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of the Ship (other than where the same amounts to the Compulsory Acquisition of the Ship) by any Government Entity or by persons acting or purporting to act on behalf of any Government Entity unless the Ship be released and restored to the Owner from such hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation within thirty (30) days after the occurrence thereof.

1.3	Insurance terms

In clause 5.1.1:

1.3.1

“ excess risks ” means the proportion (if any) of claims for general average, salvage and salvage charges and under the ordinary collision clause not recoverable in consequence of the value at which a vessel is assessed for the purpose of such claims exceeding her insured value;

1.3.2

“ protection and indemnity risks ” means the usual risks (including oil pollution and freight, demurrage and defence cover) covered by a protection and indemnity association which is a member of the International Group of P&I Clubs (including, without limitation, the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation therein of Clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision); and

1.3.3

“ war risks ” includes those risks covered by the standard form of English marine policy with Institute War and Strikes Clauses Hulls - Time (1/11/95) attached or similar cover.

1.4

Headings

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Mortgage.

1.5	Construction of certain terms

In this Mortgage, unless the context otherwise requires:

1.5.1

references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Mortgage and references to this Mortgage include its schedules;

1.5.2

references to (or to any specified provision of) this Mortgage or any other documents shall be construed as references to this Mortgage, that provision or that document as in force for the time being and as amended in accordance with the terms thereof or, as the case may be, with the agreement of the relevant parties;

1.5.3

words importing the plural shall include the singular and vice versa;

1.5.4

references to a person shall be construed as references to an individual, firm, company, corporation, unincorporated body of persons or any Government Entity;

1.5.5

references to a “ guarantee ” include references to an indemnity or other assurance against financial loss including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Indebtedness and “ guaranteed ” shall be construed accordingly; and

1.5.6

references to statutory provisions shall be construed as references to those provisions as replaced or amended or re-enacted from time to time.

2	Grant, conveyance and mortgage

For good and valuable consideration (receipt of which is hereby acknowledged by the Owner) and, pursuant to the Corporate Guarantee and in order to secure the repayment of the Outstanding Indebtedness and to secure the performance and observance of and compliance with the covenants, terms and conditions contained in this Mortgage, the Corporate Guarantee, the Loan Agreement and the Master Swap Agreement, express or implied, the Owner has granted, conveyed and mortgaged and does by these presents grant, convey and mortgage unto the Mortgagee, the whole of the Ship TO HAVE AND TO HOLD the same unto the Mortgagee forever, upon the terms herein set forth, for the enforcement of the payment of the Outstanding Indebtedness and to secure the performance and observance of and compliance with the covenants, terms and conditions contained in this Mortgage, the Corporate Guarantee, the Loan Agreement and the Master Swap Agreement, express or implied.

PROVIDED ONLY, and the condition of these presents is such that, if the Owner shall pay or cause to be repaid to the Mortgagee, the Outstanding Indebtedness as and when the same shall become due and payable in accordance with the terms of the Corporate Guarantee and this Mortgage and shall observe and comply with the covenants, terms and conditions contained in the Corporate Guarantee and this Mortgage, expressed or implied to be performed, observed or complied with, by and on the part of the Owner, then these presents and the rights hereunder shall cease, determine and be void, otherwise to be and remain in full force and effect.

IT IS NOT INTENDED that this Mortgage shall cover, and this Mortgage shall not cover, property other than the Ship as the term “Vessel” is used in Section 308(2) of Chapter 3 of the Maritime Act 1990 of the Republic of the Marshall Islands as amended.

3	Covenants to pay and perform

3.1	For the consideration aforesaid the Owner hereby covenants with the Mortgagee as follows:

3.1.1

the Owner will pay to the Mortgagee any sums payable by the Owner pursuant to the Corporate Guarantee at the times and in the manner specified in the Corporate Guarantee;

3.1.2

the Owner will pay to the Mortgagee interest on any such sums and overdue interest or other moneys payable under the Corporate Guarantee at the rates, at the times and in the manner specified in the Corporate Guarantee;

3.1.3

the Owner will pay all other moneys comprising the Outstanding Indebtedness as and when the same shall become due and payable in accordance with the terms of the Corporate Guarantee and this Mortgage;

3.1.4

the Owner will pay interest at a rate per annum calculated in accordance with clause 2.5 of the Corporate Guarantee (as conclusively certified by the Mortgagee) on any moneys which are by this Mortgage expressed to be payable on demand and which are not paid forthwith on demand being made as from the date of demand until payment (both before and after any judgment) provided however that this provision shall not affect the right of the Mortgagee to receive that part of its Expenses as comprises interest from such date prior to demand being made as is referred to in the definition of Expenses; and

3.1.5

the Owner will keep, perform and observe the covenants and provisions of the Corporate Guarantee.

4	Continuing security and other matters

4.1	Continuing security

The security created by this Mortgage shall:

4.1.1

be held by the Mortgagee as a continuing security for the payment of the Outstanding Indebtedness and the performance and observance of and compliance with all of the covenants, terms and conditions contained in the Corporate Guarantee, the Loan Agreement, the Master Swap Agreement or this Mortgage, express or implied, and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the amount hereby and thereby secured (or by any settlement of accounts between the Owner or any other person who may be liable to the Mortgagee in respect of the Outstanding Indebtedness or any part thereof, and the Mortgagee);

4.1.2

be in addition to, and shall not in any way prejudice or affect, and may be enforced by the Mortgagee without prior recourse to, the security created by any other of the Security Documents or by any present or future Collateral Instruments, right or remedy held by or available to the Mortgagee or any right or remedy of the Mortgagee thereunder; and

4.1.3

not be in any way prejudiced or affected by the existence of any of the other Security Documents or any such Collateral Instrument, rights or remedies or by the same becoming wholly or in part void, voidable or unenforceable on any ground whatsoever or by the Mortgagee dealing with, exchanging, varying or failing to perfect or enforce any of the same, or giving time for payment or performance or indulgence or compounding with any other person liable.

4.2	Rights additional

All the rights, powers and remedies vested in the Mortgagee hereunder shall be in addition to and not a limitation of any and every other right, power or remedy vested in the Mortgagee under the Corporate Guarantee, the Loan Agreement, the Master Swap Agreement, this Mortgage, the other Security Documents or any Collateral Instrument or at law and all the rights, powers and remedies so vested in the Mortgagee may be exercised from time to time and as often as the Mortgagee may deem expedient.

4.3	No enquiry

The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Mortgage or to make any claim or take any action to collect any moneys or to enforce any rights or benefits to which the Mortgagee may at any time be entitled under this Mortgage.

4.4	Waiver of rights

The Owner hereby waives any rights under the provisions of the laws of a given country which require the Mortgagee to levy execution against the Owner or make any demand or claim against the Owner prior to the enforcement of rights under this Mortgage.

Covenants

5.1	The Owner further covenants with the Mortgagee and undertakes throughout the Security Period:

5.1.1

Insurance

(a)

Insured risks, amounts and terms

to insure and keep the Ship insured free of cost and expense to the Mortgagee and in the sole name of the Owner or, if so required by the Mortgagee, in the joint names of the Owner and the Mortgagee (but without liability on the part of the Mortgagee for premiums or calls and to procure that no other assured shall be additionally named without the prior written consent of the Mortgagee):

(i)

against fire and usual marine risks (including excess risks) and war risks, on an agreed value basis, in such amounts (but not in any event less than whichever shall be the greater of (A) the market value of the Ship for the time being (as determined by the Mortgagee pursuant to clause 8.2 of the Loan Agreement) and (B) of an amount which, when aggregated with the equivalent insurance for all other Mortgaged Ships, shall be equal to at least one hundred and twenty per cent (120%) of (1) the Loan and (2) the Swap Exposure) and upon such terms as shall from time to time be approved in writing by the Mortgagee; and

(ii)

against protection and indemnity risks (including pollution risks for the highest amount in respect of which cover is or may become available for ships of the same type, size, age and flag as the Ship) for the full value and tonnage of the Ship (as approved in writing by the Mortgagee) and upon such terms as shall from time to time be approved in writing by the Mortgagee; and

(iii)

in respect of such other matters of whatsoever nature and howsoever arising in respect of which insurance would be maintained by a prudent owner of the Ship,

and to pay to the Mortgagee the cost (as conclusively certified by the Mortgagee) of (aa) any mortgagee’s interest insurance (“ MII ”) (including, if the Mortgagee shall so require, mortgagee's additional perils (including all P&I risks) coverage (“ MAP ”)) which the Mortgagee may from time to time effect in respect of the Ship upon such terms and in such amounts (not exceeding one hundred and twenty per cent (120%) (in respect of MII) and one hundred and ten per cent (110%) (in respect of MAP), in each case, of (aa) the Loan and (bb) the Swap Exposure) as it shall deem desirable; and (bb) any other insurance cover which the Mortgagee may from time to time effect in respect of the Ship and/or in respect of its interest and potential third party liability as mortgagee of the Ship as the Mortgagee shall deem desirable having regard to any limitations in respect of amount or extent of cover which may from time to time be applicable to any of the other insurances referred to in this clause 5.1.1(a);

(b)

Approved brokers, insurers and associations

to effect the insurances aforesaid in such currency as the Mortgagee may approve and through the Approved Brokers (other than the said mortgagee’s interest insurance which shall be effected through brokers appointed by the Mortgagee) and with such insurance companies and/or underwriters having a Standard & Poor rating of “BBB” or a comparable rating of another comparable rating agency as shall from time to time be approved in writing by the Mortgagee; provided however that the insurances against war risks and protection and indemnity risks may be effected by the entry of the Ship with such war risks and protection and indemnity associations as shall from time to time be approved in writing by the Mortgagee;

(c)

Fleet liens, set-off and cancellation

if any of the insurances referred to in clause 5.1.1(a) form part of a fleet cover, to procure that the Approved Brokers shall undertake to the Mortgagee that they shall neither set off against any claims in respect of the Ship any premiums due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel the insurance for reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall undertake to issue a separate policy in respect of the Ship if and when so requested by the Mortgagee;

(d)

Payment of premiums and calls

punctually to pay all premiums, calls, contributions or other sums payable in respect of all such insurances and to produce all relevant receipts or other evidence of payment when so required by the Mortgagee;

(e)

Renewal

at least fourteen (14) days before the relevant policies, contracts or entries expire, to notify the Mortgagee of the names of the brokers and/or the war risks and protection and indemnity associations proposed to be employed by the Owner or any other party for the purposes of the renewal of such insurances and of the amounts in which such insurances are proposed to be renewed and the risks to be covered and, subject to compliance with any requirements of the Mortgagee pursuant to this clause 5.1.1, to procure that appropriate instructions for the renewal of such Insurances on the terms so specified are given to the Approved Brokers and/or to the approved war risks and protection and indemnity associations at least ten (10) days before the relevant policies, contracts or entries expire, and that the Approved Brokers and/or the approved war risks and protection and indemnity associations will at least seven (7) days before such expiry (or within such shorter period as the Mortgagee may from time to time agree) confirm in writing to the Mortgagee as and when such renewals have been effected in accordance with the instructions so given;

(f)

Guarantees

to arrange for the execution and delivery of such guarantees or indemnities as may from time to time be required by any protection and indemnity or war risks association;

(g)

Hull policy documents, notices, loss payable clauses and brokers' undertakings

to deposit with the Approved Brokers (or procure the deposit of) all slips, cover notes, policies, certificates of entry or other instruments of insurance from time to time issued in connection with such of the insurances referred to in clause 5.1.1(a) as are effected through the Approved Brokers and procure that the interest of the Mortgagee shall be endorsed thereon by incorporation of the relevant Loss Payable Clause and, where the Insurances have been assigned to the Mortgagee, by means of a Notice of Assignment of Insurances (signed by the Owner and by any other assured who shall have assigned its interest in the Insurances to the Mortgagee) and that the Mortgagee shall be furnished with pro forma copies thereof and a letter or letters of undertaking from the Approved Brokers in such form as shall from time to time be required by the Mortgagee;

(h)

Associations' loss payable clauses, undertakings and certificates

to procure that any protection and indemnity and/or war risks associations in which the Ship is for the time being entered shall endorse the relevant Loss Payable Clause on the relevant certificate of entry or policy and shall furnish the Mortgagee with a copy of such certificate of entry or policy and a letter or letters of undertaking in such form as may from time to time be required by the Mortgagee;

(i)

Extent of cover and exclusions

to take all necessary action and comply with all requirements which may from time to time be applicable to the Insurances (including, without limitation, the making of all requisite declarations within any prescribed time limits and the payment of any additional premiums or calls) so as to ensure that the Insurances are not made subject to any exclusions or qualifications to which the Mortgagee has not given its prior written consent and are otherwise maintained on terms and conditions from time to time approved in writing by the Mortgagee;

(j)

Correspondence with brokers and associations

to provide to the Mortgagee, at the time of each such communication, copies of all written communications between the Owner and the Approved Brokers and approved war risks and protection and indemnity associations which relate to compliance with requirements from time to time applicable to the Insurances including, without limitation, all requisite declarations and payments of additional premiums or calls referred to in clause 5.1.1(i);

(k)

Independent report

if so requested by the Mortgagee, but at the cost of the Owner, to furnish the Mortgagee from time to time with a detailed report signed by an independent firm of marine insurance brokers appointed by the Mortgagee dealing with the insurances maintained on the Ship and stating the opinion of such firm as to the adequacy thereof;

(l)

Collection of claims

to do all things necessary and provide all documents, evidence and information to enable the Mortgagee to collect or recover any moneys which shall at any time become due in respect of the Insurances;

(m)

Employment of Ship

not to employ the Ship or suffer the Ship to be employed otherwise than in conformity with the terms of the Insurances (including any warranties express or implied therein) without first obtaining the consent of the insurers to such employment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe; and

(n)

Application of recoveries

to apply all sums receivable under the Insurances which are paid to the Owner in accordance with the Loss Payable Clauses in repairing all damage and/or in discharging the liability in respect of which such sums shall have been received;

5.1.2

Ship's name and registration

not to change the name of the Ship and to keep the Ship registered as a Marshall Islands ship and not to do or suffer to be done anything, or omit to do anything the doing or omission of which could or might result in such registration being forfeited or imperilled or which could or might result in the Ship being required to be registered under any other flag than the Marshall Islands flag and not to register the Ship or permit its registration under any other flag without the prior written consent of the Mortgagee;

5.1.3

Repair

to keep the Ship in a good and efficient state of repair and to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment are effected in such manner (both as regards workmanship and quality of materials) as not to diminish the value of the Ship;

5.1.4

Modification; removal of parts; equipment owned by third parties

not without the prior written consent of the Mortgagee to or suffer any other person to:

(a)

make any modification to the Ship in consequence of which her structure, type or performance characteristics could or might be materially altered or her value materially reduced; or

(b)

remove any material part of the Ship or any equipment the value of which is such that its removal from the Ship would materially reduce the value of the Ship without replacing the same with equivalent parts or equipment which are owned by the Owner free from Encumbrances; or

(c)

install on the Ship any equipment owned by a third party which cannot be removed without causing damage to the structure or fabric of the Ship;

5.1.5

Maintenance of class; compliance with regulations

to maintain the Classification as the class of the Ship and to comply with and ensure that the Ship at all times complies with the provisions of all laws, regulations and requirements (statutory or otherwise) from time to time applicable to vessels registered under the laws and flag of the Republic of the Marshall Islands or otherwise applicable to the Ship and to procure that the Classification Society shall make available to the Mortgagee upon its request such information and documents in respect of the Ship as are maintained in the records of the Classification Society;

5.1.6

Surveys

to submit the Ship to continuous surveys and such periodical or other surveys as may be required for classification purposes and if so required to supply to the Mortgagee copies of all survey reports issued in respect thereof;

5.1.7

Inspection

to ensure that the Mortgagee, by surveyors or other persons appointed by it (at the expense of the Owner) for such purpose, may board the Ship at all reasonable times for the purpose of inspecting her and her records and to afford all proper facilities for such inspections and for this purpose to give the Mortgagee reasonable advance notice of any intended drydocking of the Ship (whether for the purpose of classification, survey or otherwise) Provided that if no Event of Default has occurred the Owner shall only bear the cost of no more than one (1) such inspection in every two (2) calendar years;

5.1.8

Prevention of and release from arrest

promptly to pay and discharge all debts, damages, liabilities and outgoings whatsoever which have given or may give rise to maritime, statutory or possessory liens on, or claims enforceable against, the Ship, her Earnings or Insurances or any part thereof and, in the event of a writ or libel being filed against the Ship, her Earnings or Insurances or any part thereof, or of any of the same being arrested, attached or levied upon pursuant to legal process or purported legal process or in the event of detention of the Ship in exercise or purported exercise of any such lien or claim as aforesaid, to procure the release of the Ship, her Earnings and Insurances from such arrest, detention, attachment or levy or, as the case may be, the discharge of the writ or libel forthwith upon receiving notice thereof by providing bail or procuring the provision of security or otherwise as the circumstances may require;

5.1.9

Employment

not to employ the Ship or permit her employment in any manner, trade or business which is forbidden by Marshall Islands law or international law, or which is otherwise unlawful or illicit under the law of any relevant jurisdiction, or in carrying illicit or prohibited goods, or in any manner whatsoever which may render her liable to condemnation in a prize court, or to destruction, seizure, confiscation, penalty or sanctions and, in the event of hostilities in any part of the world (whether war be declared or not), not to employ the Ship or permit her employment in carrying any contraband goods, or to enter or trade to or to continue to trade in any zone which has been declared a war zone by any Government Entity or by the Ship's war risks insurers unless the prior written consent of the Mortgagee is obtained and such special insurance cover as the Mortgagee may require shall have been effected by the Owner and at its expense;

5.1.10

Information

promptly to furnish to the Mortgagee all such information as it may from time to time require regarding the Ship, her employment, position and engagements, particulars of all towages and salvages, and copies of all charters and other contracts for her employment or otherwise howsoever concerning her;

5.1.11

Notification of certain events

to notify the Mortgagee forthwith by facsimile thereafter confirmed by letter of:

(a)

any damage to the Ship requiring repairs the cost of which will or might exceed the Casualty Amount;

(b)

any occurrence in consequence of which the Ship has or may become a Total Loss;

(c)

any requisition of the Ship for hire;

(d)

any requirement or recommendation made by any insurer or the Classification Society or by any competent authority which is not, or cannot be, complied with in accordance with its terms;

(e)

any arrest or detention of the Ship or any exercise or purported exercise of a lien or other claim on the Ship or the Earnings or Insurances or any part thereof;

(f)

any petition or notice of meeting to consider any resolution to wind-up the Owner (or any event analogous thereto under the laws of the place of its incorporation);

(g)

the occurrence of any Default;

(h)

the occurrence of any Environmental Claim against the Owner, the Ship, any other Relevant Party or any other Relevant Ship or any incident, event or circumstance which may give rise to any such Environmental Claim; or

(i)

the occurrence of any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISPS Code not being complied with by the Owner;

5.1.12

Payment of outgoings and evidence of payments

promptly to pay all tolls, dues and other outgoings whatsoever in respect of the Ship and her Earnings and Insurances and to keep proper books of account in respect of the Ship and her Earnings and, as and when the Mortgagee may so require, to make such books available for inspection on behalf of the Mortgagee, and to furnish satisfactory evidence that the wages and allotments and the insurance and pension contributions of the Master and crew are being promptly and regularly paid and that all deductions from crew's wages in respect of any tax liability are being properly accounted for and that the Master has no claim for disbursements other than those incurred by him in the ordinary course of trading on the voyage then in progress;

5.1.13

Encumbrances

not without the prior written consent of the Mortgagee (and then only subject to such conditions as the Mortgagee may impose) to create or purport or agree to create or permit to arise or subsist any Encumbrance (other than Permitted Liens) over or in respect of the Ship, any share or interest therein or in the Insurances, Earnings or Requisition Compensation or any part thereof or interest therein other than to or in favour of the Mortgagee;

5.1.14

Sale or other disposal

not without the prior written consent of the Mortgagee (and then only subject to such terms as the Mortgagee may impose) to sell, agree to sell, transfer, abandon or otherwise dispose of the Ship or any share or interest therein;

5.1.15

Chartering

save under the Initial Charter, not without the prior written consent of the Mortgagee (which the Mortgagee shall have full liberty to withhold) and, if such consent is given, only subject to such conditions as the Mortgagee may impose, to let the Ship:

(a)

on demise charter for any period;

(b)

by any time or consecutive voyage charter for a term which exceeds or which by virtue of any optional extensions therein contained might exceed twelve (12) months' duration;

(c)

on terms whereby more than two (2) months' hire (or the equivalent) is payable in advance; or

(d)

below the market rate prevailing at the time when the Ship is fixed or other than on arms' length terms;

5.1.16

Sharing of Earnings

not without the prior written consent of the Mortgagee (and then only subject to such conditions as the Mortgagee may impose) to enter into any agreement or arrangement whereby the Earnings may be shared with any other person;

5.1.17

Payment of Earnings

to procure that the Earnings are paid to the Operating Account for the Ship at all times unless and until the Mortgagee shall have directed to the contrary pursuant to clause 2.1.1 of the General Assignment and that any Earnings which are so payable and which are in the hands of the Owner's brokers or agents are duly accounted for and paid over to the Mortgagee forthwith on demand;

5.1.18

Repairers' liens

not without the prior written consent of the Mortgagee to put the Ship into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed the Casualty Amount unless such person shall first have given to the Mortgagee in terms satisfactory to it, a written undertaking not to exercise any lien on the Ship or her Earnings for the cost of such work or otherwise;

5.1.19

Manager

not without the prior written consent of the Mortgagee to appoint a manager of the Ship other than the Manager, or terminate or amend the terms of the relevant Management Agreement;

5.1.20

Compliance with Marshall Islands law

to cause this Mortgage to be recorded as prescribed by Chapter 3 of the Maritime Act 1990 of the Republic of the Marshall Islands as amended and otherwise to comply with and satisfy all the requirements and formalities established by the said Maritime Act 1990 and any other pertinent legislation of the Republic of the Marshall Islands to perfect this Mortgage as a valid and enforceable first and preferred lien upon the Ship and to furnish to the Mortgagee from time to time such proofs as the Mortgagee may reasonably request for its satisfaction with respect to the Owner's compliance with the provisions of this sub-clause;

5.1.21

Notice of Mortgage

to place and at all times and places use due diligence to retain a properly certified copy of this Mortgage (which shall form part of the ships documents) on board the Ship with her papers and cause such certified copy of this Mortgage to be exhibited to any and all persons having business with the Ship which might create or imply any commitment or encumbrance whatsoever or in respect of the Ship (other than a lien for crew's wages and salvage) and to any representative of the Mortgagee and to place and keep prominently displayed in the chart room and in the Master's cabin of the Ship a framed printed notice in plain type reading as follows:

“NOTICE OF MORTGAGE

This Vessel is covered by a First Preferred Mortgage to CREDIT SUISSE of St. Alban-Graben 1-3, 4002 Basel, Switzerland under authority of Chapter 3 of the Maritime Act 1990 of the Republic of the Marshall Islands as amended. Under the terms of the said Mortgage neither the Owner nor any charterer nor the Master of this Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than for crew's wages and salvage”;

5.1.22

Conveyance on default

where the Ship is (or is to be) sold in exercise of any power contained in this Mortgage, to execute, forthwith upon request by the Mortgagee, such form of conveyance of the Ship as the Mortgagee may require;

5.1.23

Anti-drug abuse

without prejudice to clause 5.1.9, to take all necessary and proper precautions to prevent any infringements of the Anti-Drug Abuse Act of 1986 of the United States of America or any similar legislation applicable to the Ship in any jurisdiction in or to which the Ship shall be employed or located or trade or which may otherwise be applicable to the Ship and/or the Owner and, if the Mortgagee shall so require, to enter into a “Carrier Initiative Agreement” with the United States Customs and Border Protection and to procure that such agreement (or any similar agreement hereafter introduced by any Government Entity of the United States of America) is maintained in full force and effect and performed by the Owner; and

5.1.24

Compliance with environmental laws

to comply with, and use all reasonable and proper endeavours to procure that all Environmental Affiliates of the Owner comply with, all Environmental Laws in relation to the Ship including, without limitation, requirements relating to manning, submission of oil spill response plans, designation of qualified individuals and establishing financial responsibility and to obtain and comply with, and procure that all Environmental Affiliates of the Owner obtain and comply with, all Environmental Approvals in relation to the Ship.

6	Powers of Mortgagee to protect security and remedy defaults

6.1	Protective action

The Mortgagee shall, without prejudice to its other rights, powers and remedies, be entitled (but not bound) at any time, and as often as may be necessary, to take any such action as it may in its discretion think fit for the purpose of protecting or maintaining the security created by this Mortgage and all Expenses attributable thereto shall be payable by the Owner on demand.

6.2	Remedy of defaults

Without prejudice to the generality of the provisions of clause 6.1:

6.2.1

if the Owner fails to comply with any of the provisions of clause 5.1.1 the Mortgagee shall be entitled (but not bound) to effect and thereafter to maintain all such insurances upon the Ship as in its discretion it may think fit in order to procure the compliance with such provisions or alternatively, to require the Ship (at the Owner's risk) to remain in, or to proceed to and remain in, a port designated by the Mortgagee until such provisions are fully complied with;

6.2.2

if the Owner fails to comply with any of the provisions of clauses 5.1.3, 5.1.5 or 5.1.6, the Mortgagee shall be entitled (but not bound) to arrange for the carrying out of such repairs, changes or surveys as it may deem expedient or necessary in order to procure the compliance with such provisions; and

6.2.3

if the Owner fails to comply with any of the provisions of clause 5.1.8 the Mortgagee shall be entitled (but not bound) to pay and discharge all such debts, damages, liabilities and outgoings as are therein mentioned and/or to take any such measures as it may deem expedient or necessary for the purpose of securing the release of the Ship in order to procure the compliance with such provisions,

and the Expenses attributable to the exercise by the Mortgagee of any such powers shall be payable by the Owner to the Mortgagee on demand.

7	Powers of Mortgagee on Event of Default

7.1

Powers

Upon the happening of any Event of Default, the Mortgagee shall become forthwith entitled to demand in accordance with the provisions of the Corporate Guarantee the payment of the Outstanding Indebtedness immediately whereupon the Outstanding Indebtedness shall become so due and payable and (whether or not the Mortgagee shall have made any such demand) the Mortgagee shall become forthwith entitled as and when it may see fit, to put into force and exercise all or any of the rights, powers and remedies possessed by it as mortgagee of the Ship or otherwise (whether at law, by virtue of this Mortgage or otherwise) and in particular (without limiting the generality of the foregoing):

7.1.1

to exercise all the rights and remedies in foreclosure and otherwise given to mortgagees by the provisions of Chapter 3 of the Maritime Act 1990 of the Republic of the Marshall Islands as amended and all applicable laws of any other jurisdiction;

7.1.2

to take possession of the Ship;

7.1.3

to require that all policies, contracts, certificates of entry and other records relating to the Insurances (including details of and correspondence concerning outstanding claims) be delivered forthwith to such adjusters and/or brokers and/or other insurers as the Mortgagee may nominate;

7.1.4

to collect, recover, compromise and give a good discharge for, all claims then outstanding or thereafter arising under the Insurances or any of them or in respect of the Ship, her Earnings or Requisition Compensation or any part thereof, and to take over or institute (if necessary using the name of the Owner) all such proceedings in connection therewith as the Mortgagee in its absolute discretion thinks fit, and, in the case of the Insurances, to permit any brokers through whom collection or recovery is effected to charge the usual brokerage therefor;

7.1.5

to discharge, compound, release or compromise claims in respect of the Ship, her Earnings, Insurances or Requisition Compensation or any part thereof which have given or may give rise to any charge or lien or other claim on the Ship, her Earnings, Insurances or Requisition Compensation or any part thereof or which are or may be enforceable by proceedings against the Ship, her Earnings, Insurances or Requisition Compensation or any part thereof;

7.1.6

to sell the Ship or any share or interest therein with or without prior notice to the Owner, and with or without the benefit of any charterparty, and free from any claim by the Owner (whether in admiralty, in equity, at law or by statute) by public auction or private contract, at such place and upon such terms as the Mortgagee in its absolute discretion may determine, with power to postpone any such sale, and without being answerable for any loss occasioned by such sale or resulting from postponement thereof and with power, where the Mortgagee purchases the Ship, to make payment of the sale price by making an equivalent reduction in the amount of the Outstanding Indebtedness in the manner referred to in clause 8.1;

7.1.7

to manage, insure, maintain and repair the Ship, and to employ, sail or lay up the Ship in such manner and for such period as the Mortgagee, in its absolute discretion, deems expedient accounting only for net profits arising from any such employment; and

7.1.8

to recover from the Owner on demand all Expenses incurred or paid by the Mortgagee in connection with the exercise of the powers (or any of them) referred to in this clause 7.1.

7.2	Dealings with Mortgagee

Upon any sale of the Ship or any share or interest therein by the Mortgagee pursuant to clause 7.1.6 or pursuant to clause 11.1, the purchaser shall not be bound to see or enquire whether the Mortgagee's power of sale has arisen in the manner provided in this Mortgage or whether the Mortgagee has made a demand for payment under the provisions of the Corporate Guarantee and the sale shall be deemed to be within the power of the Mortgagee and the receipt of the Mortgagee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor and the sale shall operate to divest the Owner of all rights, title and interest of any nature whatsoever in the Ship and to bar any such interest of the Owner, and all persons claiming through or under the Owner.

8	Application of moneys

8.1	Application

All moneys received by the Mortgagee in respect of sale of the Ship or any share or interest therein or in respect of the employment of the Ship pursuant to the provisions of clause 7.1.7 (or otherwise pursuant to the provisions of this Mortgage) and all moneys received and retained by the Mortgagee in respect of the Insurances pursuant to this Mortgage shall be held by it upon trust in the first place to pay or make good the Expenses and the balance shall be applied in the manner specified in clause 2.10 of the Corporate Guarantee.

8.2

Shortfall

In the event that the balance referred to in clause 8.1 is insufficient to pay in full the whole of the Outstanding Indebtedness, the Mortgagee shall be entitled to collect the shortfall from the Owner or any other person liable therefor.

9	Remedies cumulative and other provisions

9.1	No implied waivers; remedies cumulative

No failure or delay on the part of the Mortgagee to exercise any right, power or remedy vested in it under the Corporate Guarantee or this Mortgage shall operate as a waiver thereof, nor shall any single or partial exercise by the Mortgagee of any right, power or remedy nor the discontinuance, abandonment or adverse determination of any proceedings taken by the Mortgagee to enforce any right, power or remedy preclude any other or further exercise thereof or proceedings to enforce the same or the exercise of any other right, power or remedy, nor shall the giving by the Mortgagee of any consent to any act which by the terms of this Mortgage requires such consent prejudice the right of the Mortgagee to give or withhold consent to the doing of any other similar act. The remedies provided in the Corporate Guarantee and this Mortgage are cumulative and are not exclusive of any remedies provided by law.

9.2	Preferred status

Anything herein to the contrary notwithstanding, it is intended that nothing herein shall waive the preferred status of this Mortgage and that, if any provision or portion hereof shall be construed to waive the preferred status of this Mortgage, then such provision or portion to such extent shall be void and of no effect.

9.3	Delegation

The Mortgagee shall be entitled, at any time and as often as may be expedient, to delegate all or any of the powers and discretions vested in it by the Corporate Guarantee or this Mortgage (including the power vested in it by virtue of clause 11) in such manner, upon such terms, and to such persons as the Mortgagee in its absolute discretion may think fit.

9.4	Incidental powers

The Mortgagee shall be entitled to do all acts and things incidental or conducive to the exercise of any of the rights, powers or remedies possessed by it as mortgagee of the Ship (whether at law, under this Mortgage or otherwise) and in particular (but without prejudice to the generality of the foregoing), upon becoming entitled to exercise any of its powers under clause 7.1, the Mortgagee shall be entitled to discharge any cargo on board the Ship (whether the same shall belong to the Owner or any other person) and to enter into such other arrangements respecting the Ship, her insurances, management, maintenance, repair, classification and employment in all respects as if the Mortgagee was the owner of the Ship, but without being responsible for any loss incurred as a result of the Mortgagee doing or omitting to do any such acts or things as aforesaid.

10	Costs and indemnity

10.1

Costs

The Owner shall pay to the Mortgagee on demand on a full indemnity basis all expenses or liabilities of whatsoever nature (including legal fees, fees of insurance advisers, printing, out-of-pocket expenses, stamp duties, registration fees and other duties or charges) together with any value added tax or similar tax payable in respect thereof, incurred by the Mortgagee in connection with the exercise or enforcement of, or preservation of any rights under, the Corporate Guarantee or this Mortgage or otherwise in respect of the Outstanding Indebtedness and the security therefor, or in connection with the preparation, completion, execution or registration of the Corporate Guarantee or this Mortgage.

10.2	Mortgagee's indemnity

The Owner hereby agrees and undertakes to indemnify the Mortgagee against all losses, actions, claims, expenses, demands, obligations and liabilities whatever and whenever arising which may now or hereafter be incurred by the Mortgagee or by any manager, agent, officer or employee for whose liability, act or omission the Mortgagee may be answerable in respect of, in relation to, or in connection with anything done or omitted in the exercise or purported exercise of the powers contained in this Mortgage or otherwise in connection with such powers or with this Mortgage or with the Ship, its Earnings, Requisition Compensation and Insurances or otherwise howsoever in relation to, or in connection with, any of the matters dealt with in the Corporate Guarantee or this Mortgage.

Attorney

11.1

Power

By way of security, the Owner hereby irrevocably appoints the Mortgagee to be its attorney generally for and in the name and on behalf of the Owner, and as the act and deed or otherwise of the Owner to execute, seal and deliver and otherwise perfect and do all such deeds, assurances, agreements, instruments, acts and things which may be required for the full exercise of all or any of the rights, powers or remedies conferred by the Corporate Guarantee, this Mortgage or any of the other Security Documents, or which may be deemed proper in or in connection with all or any of the purposes aforesaid (including, without prejudice to the generality of the foregoing, the execution and delivery of a bill of sale of the Ship). The power of attorney hereby conferred shall be a general power of attorney and the Owner ratifies and confirms, and agrees to ratify and confirm, any deed, assurance, agreement, instrument, act or thing which the Mortgagee may execute or do pursuant thereto. Provided however that such power shall not be exercisable by or on behalf of the Mortgagee until the happening of an Event of Default.

11.2	Dealings with attorney

The exercise of such power by or on behalf of the Mortgagee shall not put any person dealing with the Mortgagee upon any enquiry as to whether any Event of Default has happened, nor shall such person be in any way affected by notice that no such Event of Default has happened, and the exercise by the Mortgagee of such power shall be conclusive evidence of the Mortgagee's right to exercise the same.

11.3

Filings

The Owner hereby irrevocably appoints the Mortgagee to be its attorney in its name and on its behalf and as its act and deed or otherwise of it to agree the form of and to execute and do all deeds, instruments, acts and things in order to file, record, register or enrol this Mortgage in any court, public office or elsewhere which the Mortgagee may in its discretion consider necessary or advisable, now or in the future, to ensure the legality, validity, enforceability or admissibility in evidence thereof.

12	Further assurance

The Owner hereby further undertakes at its own expense from time to time to execute, sign, perfect, do and (if required) register every such further assurance, document, act or thing as in the opinion of the Mortgagee may be necessary or desirable for the purpose of more effectually mortgaging and charging the Ship or perfecting the security constituted or intended to be constituted by this Mortgage or contemplated by the Corporate Guarantee.

13	Total amount and maturity

For the purpose of recording this First Preferred Mortgage as required by Chapter 3 of the Maritime Act 1990 of the Republic of the Marshall Islands as amended the maximum amount is One hundred and forty four million Dollars ($144,000,000) (of which One hundred and twenty million Dollars ($120,000,000) represents the Loan and Twenty four million Dollars ($24,000,000) represents the Swap Obligations) and interest and performance of mortgage covenants. The date of maturity is [ · ] November 2015 and the discharge amount is the same as the total amount.

14	Law, jurisdiction and other provisions

14.1

Law

This Mortgage shall be construed and enforceable in accordance with the laws of the Republic of the Marshall Islands.

14.2	Submission to jurisdiction

For the benefit of the Mortgagee, the Owner irrevocably agrees, that any legal action or proceedings in connection with this Mortgage may be brought in the English courts, or in the courts of any other country chosen by the Mortgagee, each of which shall have jurisdiction to settle any disputes arising out of, or in connection with, this Mortgage. The Owner irrevocably and unconditionally submits to the jurisdiction of the English courts and the courts of any country chosen by the Mortgagee and irrevocably designates, appoints and empowers Saville & Co. at present of One Carey Lane, London EC2V 8AE, England to receive, for it and on its behalf, service of process issued out of the English courts in any legal action or proceedings arising out of or in connection with this Mortgage. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Mortgagee to take proceedings against the Owner or the Ship in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

15	Other provisions

15.1	Severability

If any provision in the Corporate Guarantee, the Loan Agreement, the Master Swap Agreement, this Mortgage or any of the other Security Documents be or becomes invalid or unenforceable under any applicable law the provisions hereof shall in all other respects remain in full force and effect and the provision in question shall be ineffective to the extent (but only to the extent) of its disconformity with the requirement of the applicable law and if it is competent to the parties to waive any requirements which would otherwise operate as aforesaid those requirements are hereby waived to the extent permitted by such law to the end that the Corporate Guarantee, the Loan Agreement, the Master Swap Agreement, this Mortgage and each of the other Security Documents shall be valid, binding and enforceable in accordance with their respective terms.

15.2	Counterparts

This Mortgage may be executed in any number of counterparts each of which shall be an original but such counterparts shall together constitute one and the same instrument.

Notices

16.1	Every notice, request, demand or other communication under this Mortgage shall:

16.1.1

be in writing delivered personally or by first-class prepaid letter (airmail if available) or facsimile transmission or other means of telecommunication in permanent written form;

16.1.2

be deemed to have been received in the case of a letter, when delivered personally or three (3) days after it has been put in to the post and, in the case of a facsimile transmission or other means of telecommunication in permanent written form, at the time of despatch (provided that if the date of despatch is not a business day in the country of the addressee or if the time of despatch is after the close of business in the country of the addressee it shall be deemed to have been received at the opening of business on the next such business day); and

16.1.3

be sent:

(a)

if to the Owner at:

c/o Globus Maritime Limited

128 Vouliagmenis Avenue

166 74 Glyfada

Athens

Greece

Fax no: +30 210 960 3802

Attention: Mr George Karageorgiou

(b)

if to the Mortgagee at:

Credit Suisse

St. Alban-Graben 1-3

P.O. Box CH 4002

Basel

Switzerland

Fax: +41 612 667 939

Attention: Ms Lydia Lampadaridou

or to such other address and/or numbers as is notified by one party to the other party under this Mortgage.

IN WITNESS whereof the Owner has executed this Mortgage the day and year first above written.

Schedule 1

The Loan Agreement

Schedule 2

The Master Swap Agreement

Schedule 3

The Corporate Guarantee

[ELEANOR MARITIME LIMITED] [DEVOCEAN MARITIME LTD.] [ELYSIUM MARITIME LIMITED]

By
	Name :
	Title :

Acknowledgement of Mortgage

PIRAEUS )

) S.S

PREFECTURE OF ATTICA, REPUBLIC OF GREECE )

On this [ · ] day of [ · ] 2007 before me personally appeared to me known who being by me duly sworn did depose and say that he resides at that he is an attorney-in-fact of [ELEANOR MARITIME LIMITED] [DEVOCEAN MARITIME LTD.] [ELYSIUM MARITIME LIMITED] the corporation described in and which executed the foregoing instrument; and that he signed his name thereto by order of the Board of Directors of said Corporation.

Special Agent of the Republic of Marshall Islands

Republic of the Marshall Islands		4412		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Title of Each Class of Securities to be Registered		Amount to be registered				Proposed Maximum Offering Price per Unit (1)				Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee
Common Shares, par value $0.004 per share			6,117,389			$	9.32			$	57,014,065.49			$	4,065.11

PROSPECTUS SUMMARY		1
THE OFFERING		4
SUMMARY CONSOLIDATED FINANCIAL & OPERATING DATA		5
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		9
RISK FACTORS		10
USE OF PROCEEDS		32
OUR DIVIDEND POLICY AND RESTRICTIONS ON DIVIDENDS		32
CAPITALIZATION		33
DILUTION		33
MARKET FOR OUR COMMON SHARES		33
SELECTED CONSOLIDATED FINANCIAL & OPERATING DATA		35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		39
THE DRY BULK INDUSTRY		63
BUSINESS		84
LOAN ARRANGEMENTS		101
MANAGEMENT		104
RELATED PARTY TRANSACTIONS		110
SHARES ELIGIBLE FOR FUTURE SALE		112
SELLING SHAREHOLDERS		113
PRINCIPAL SHAREHOLDERS		119
PLAN OF DISTRIBUTION		120
DESCRIPTION OF CAPITAL STOCK		122
REPUBLIC OF THE MARSHALL ISLANDS COMPANY CONSIDERATIONS		129
TAXATION		133
EXPENSES OF ISSUANCE AND DISTRIBUTION		144
LEGAL MATTERS		145
EXPERTS		145
WHERE YOU CAN FIND ADDITIONAL INFORMATION		145
ENFORCEABILITY OF CIVIL LIABILITIES		145
GLOSSARY		146
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

Common shares offered by the selling shareholders		6,117,389

Common shares outstanding on November 19, 2010		7,241,865

Use of proceeds		We will not receive any proceeds from the sale of our common shares by the selling shareholders.

Nasdaq symbol		GLBS

Plan of distribution		The offering is made by the selling shareholders named in this prospectus, to the extent they sell common shares. The offering price of our common shares by the selling shareholders using this prospectus to sell such shares will be $ per common share, based on the closing price of our common shares on November , 2010, the day prior to such effective date, and an exchange rate of U.K. pounds sterling:U.S. dollar of 1.0:1.6, until our shares are listed on the Nasdaq Global Market. Thereafter, the offering price of our common shares may be at prevailing market prices or at fixed or negotiated prices.

		The offering will continue until the earlier of one year following the date our registration statement to which this prospectus relates is declared effective, and such time as all securities covered by such registration statement have been sold or may be sold without volume restrictions pursuant to Rule 144(e) under the Securities Act of 1933, as amended, which we refer to as the Securities Act.

Risk factors		Investments in our securities involve a high degree of risk. You should carefully consider all the information in this prospectus. In particular, you should evaluate the information set forth in the section of this prospectus titled “Risk Factors” beginning on page 10 before deciding whether to purchase our common shares.

	Three Months Ended September 30, (unaudited)					Nine Months Ended September 30, (unaudited)
	(Expressed in Thousands of U.S. Dollars )
	2010			2009		2010			2009

Time charter revenue		8,828			14,958		20,446			41,498
Vessel operating expenses		1,486			2,530		4,124			8,208
Total comprehensive i ncome/(loss) for the period		2,289			2,730		3,379			(8,899	)
Cash generated from operations		5,818			9,536		11,688			26,462

Adjusted EBITDA reconciliation with Total comprehensive income/(loss) for the period

Total comprehensive income/(loss) for the period		2,289			2,730		3,379			(8,899	)
Interest expense and finance costs, net		583			490		1,337			1,593
( Gain ) /loss on derivative financial instruments		395			261		959			(48	)
Foreign exchange losses/ ( gains ) , net		(96	)		204		860			170
Depreciation		2,263			2,550		5,079			9,539
Depreciation of dry docking costs		132			505		392			1,341
Loss/(gain) on sale of vessel		-			896		(7	)		896
Impairment loss		-			3,499		-			22,325
Adjusted EBITDA( 1 )		5,566			11,135		11,999			26,917

	Three Months Ended September 30, (unaudited)						Nine Months Ended September 30, (unaudited)
	2010			2009			2010			2009

Ownership days		460			615			998			1,882
Available days		460			589			998			1,845
Operating days		460			579			989			1,818
Fleet utilization		100	%		98.3	%		99.1	%		98.5	%
Average number of vessels		5			6.68			3.66			6.89
Time c harter equivalent (TCE) rate	$	18,234		$	24,496		$	19,316		$	21,083

	Within One Year			One to Three Years		Three to Five Years		More than Five years		Total
	(in thousands of U.S. Dollars)
Long term debt(1)	$	36,082	(3)		22,000		22,000		52,650	$	132,732
Operating lease obligations(2)		247			513		538		185		1,483

	Trade - Million Tons				CAGR(1) 2000-09		% Total Trade
	2000		2009		%		2000		2009
Dry Cargo
Major Bulks		1,249		1,952		5.1		21.2		23.4
Coal		539		784		4.3		9.1		9.4
Iron Ore		489		959		7.8		8.3		11.5
Grain		221		209		-0.6		3.7		2.5
Minor Bulks		901		1,080		2.0		15.3		12.9
Total Dry Bulk		2,150		3,032		3.9		36.5		36.3
Container Cargo		620		1,205		7.7		10.5		14.4
Non Container/General Cargo		720		590		-2.2		12.2		7.1
Total Dry Cargo		3,490		4,827		3.7		59.2		57.8

Liquid Cargo		2977		3,526		1.9		40.8		42.2

Total Seaborne Trade		6,467		8,353		2.9		100.0		100.0

GDP	2000		2001		2002		2003		2004		2005		2006		2007		2008		2009		2010	*
Global Economy		4.8		2.4		3.0		4.1		5.3		4.4		4.9		5.0		2.8		-0.8	4.7
USA		3.8		0.3		1.6		2.7		3.9		3.1		2.7		2.1		0.4		-2.6	2.7
Europe		3.4		1.7		1.1		1.1		2.1		1.8		3.1		2.7		0.5		-4.1	1.7
Japan		2.8		0.4		-0.3		1.8		2.7		1.9		2.0		2.4		-1.2		-5.2	3.0
China		8.0		7.5		8.3		10.0		10.1		10.4		11.6		13.0		9.6		9.1	10.0
India		5.1		4.4		4.7		7.4		7.0		9.1		9.9		9.3		7.5		6.7	8.5

																					CAGR%
	2000		2001		2002		2003		2004		2005		2006		2007		2008		2009		2000/2009
Coal		539		587		590		619		650		675		769		833		830		784		4.3
Iron Ore		489		503		544		580		644		715		759		823		886		959		7.8
Grain		221		213		210		211		208		212		221		228		235		209		-0.6
Minor Bulks		901		890		900		957		1,025		1,000		1,035		1,075		1,087		1,080		2.1
Total		2,150		2,193		2,244		2,367		2,526		2,602		2,783		2,958		3,037		3,032		3.9

																					CAGR
	2000		2001		2002		2003		2004		2005		2006		2007		2008		2009		2000/2009%
Coal		2,831		3,082		3,115		3,250		3,412		3,544		3,842		4,166		4,151		3,830		3.4
Iron Ore		2,690		2,766		2,990		3,193		3,525		3,899		4,098		4,443		4,782		5,011		7.2
Grain		1,161		1,118		1,103		1,108		1,089		1,113		1,161		1,196		1,231		1,128		-0.3
Minor Bulks		4,457		4,404		4,452		4,724		5,059		4,927		5,096		5,289		5,354		5,296		1.9
Total		11,138		11,371		11,641		12,274		13,086		13,728		14,197		15,094		15,518		15,265		3.6

Category		Size Range - Dwt
Handysize		10-39,999
Handymax/Supramax		40-59,999
Panamax		60-79,999
Post Panamax		80-109,999
Capesize		110-199,999
VLOC		200,000 +

Size Category	Deadweight Tons			Number of Vessels		% of Total Fleet		Total Capacity		% of Total Fleet
						(number)		(million dwt)		(dwt)
Handysize		10-39,999			2,878		36.6		79.2		15.3
Handymax		40-59,999			2,070		26.3		103.8		20.0
Panamax		60-79,999			1,420		18.1		102.0		19.7
Post Panamax		80-109,999			376		4.8		33.0		6.4
Capesize		110-199,999			923		11.8		154.2		29.7
VLOC		200,000	+		191		2.4		45.9		8.9
Total					7,858		100.0		518.0		100.0

Size	2010		2011		2012		2013		2014		2015+		Total
	No.	Dwt	No.	Dwt	No.	Dwt	No.	Dwt	No.	Dwt	No.	Dwt	No.	Dwt	% of fleet
10-40,000	350	10,949	287	9,436	135	4,581	17	572	0	0	0	0	789	25,538	32.3%
40-60,000	409	22,864	338	19,135	119	6,695	17	931	0	0	0	0	883	49,624	47.8%
60-80,000	78	5,817	77	5,477	55	3,594	16	1,006	2	121	0	0	228	16,015	15.7%
80-110,000	208	18,156	243	21,029	89	7,592	19	1,646	4	330	0	0	563	48,753	148.0%
110-200,000	303	51,722	210	35,001	72	11,724	18	2,875	1	180	0	0	604	101,502	65.8%
200,000+	19	5,415	61	17,975	56	16,285	14	3,726	2	545	0	0	152	43,946	95.7%
Total	1,367	114,923	1,216	108,053	526	50,472	101	10,755	9	1,176	0	0	3,219	285,379	55.1%

	Handysize		Supramax		Panamax		Capesize		VLOC
	28,000 dwt		55,000 dwt		75,000 dwt		170,000 dwt		200,000 dwt+
	10-15 years old		1-5 years old		1-5 years old		1-5 years old		1-5 years old
2000		7,371		9,433		11,063		18,021		n/a
2001		5,629		8,472		9,543		14,431		n/a
2002		4,829		7,442		9,102		13,608		n/a
2003		8,289		13,736		17,781		30,021		n/a
2004		14,413		31,313		36,708		55,917		n/a
2005		12,021		23,038		27,854		49,333		54,330
2006		12,558		21,800		22,475		45,646		50,650
2007		23,021		43,946		52,229		102,875		107,920
2008		24,110		48,310		56,480		116,180		119,240
2009		9,425		15,179		19,650		35,285		30,950
October 2010(1)		13,000		19,700		23,000		43,000		44,000

Vessel	Type	Year Built	Month-Year of Delivery	Month-Year Sold
m/v Ocean Globe	Handymax	1995	September 2006	November 2008
m/v Island Globe	Panamax	1995	July 2007	September 2009
m/v Gulf Globe	Handymax	1994	January 2007	October 2009
m/v Lake Globe	Handymax	1994	December 2006	November 2009
m/v Coral Globe	Handymax	1994	November 2006	February 2010
m/v Sea Globe	Handymax	1995	September 2006	February 2010

Vessel Name	Earliest Anticipated Redelivery Date
m/v Tiara Globe	January 2012(1)
m/v Star Globe	April 2011

Loan to Value Ratio	Margin

Less than 45%		2.25%

45% or greater and less than or equal to 60%		2.40%

Greater than 60% and less than or equal to 70%		2.50%

Greater than 70%		2.75%

Name	Position	Age
Georgios Feidakis	Chairman of the Board of Directors	60
Georgios Karageorgiou	Director and Chief Executive Officer	45
Elias S. Deftereos	Director and Chief Financial Officer	50
Amir Eilon	Director	62
Jeffrey O. Parry	Director	51

Name	Date	Cash (GBP)		Share Issuances (1)

Mr. George Feidakis	March 12, 2009		10,000		-
	June 16, 2009		10,000		-
	September 15, 2009		10,000		-
	December 9, 2009		10,000		-

Mr. Amir Eilon	April 9, 2009		6,250		4,225
	June 16, 2009		6,250		4,000
	September 15, 2009		6,250		4,444
	December 9, 2009		6,250		4,286

Mr. Arjun Batra (2)	April 9, 2009		6,250		4,225
	June 16, 2009		6,250		4,000
	September 15, 2009		6,250		4,444
	December 9, 2009		6,250		4,286

TOTAL		£	90,000		33,910

Salary and Fees (Euro)		Benefits (Euro)				Cash Bonus (Euro)				Share Issuances
€480,000		€	6,000			€	78,448				256,812	*

Name and Address of Selling Shareholder	Beneficial Ownership of Common Shares as of November 19, 2010		Percentage of Common Shares Owned as of November 19, 2010			Number of Common Shares Offered for Sale		Beneficial Ownership of Common Shares After Giving Effect to Proposed Sale		Percentage to be Owned After Offering
Firment Trading Limited (1)(2)		4,474,475		61.8	%		4,474,475		-	*

Lipati Shipping Company Limited (1)(3) 56 Pindou Street, Chalandri 152 33, Athens, Greece		428,928		5.9	%		428,928		-	*

Alpine Navigation Co. (4) Ajeltake Road, Ajeltake Island Majuro, Marshall Islands, MH 96960		328,075		4.5	%		328,075		-	*

Muse Trading Co. (5) Ajeltake Road, Ajeltake Island Majuro, Marshall Islands, MH 96960		326,577		4.5	%		326,577		-	*

Kim Holdings S.A. (1)		250,157		3.5	%		250,157		-	*

Jupiter Dividend & Growth Trust plc (6) 1 Grosvenor Place London, SW1X 7JJ, U.K.		178,833		2.5	%		178,833		-	*

Unis Investments Ltd. (7) Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands, MH 96960		25,000		*			25,000		-	*

Elias S. Deftereos (1)		15,000		*			15,000		-	*

Amir Eilon (1)		10,401		*			10,401		-	*

Avery Holding Corp. (8) Trust Company Complex Ajeltake Road, Ajeltake Island Majuro, Marshall Islands, MH 96960	7,500	*	7,500	-	*

Arjun Batra (9) #06-04 Astrid Meadows 46B Coronation Road West Singapore 269262	6,250	*	6,250	-	*

Sherman Revocable Trust (10) 5840 East Joshua Tree Paradise Valley, Arizona 85253, U.S.A.	5,250	*	5,250	-	*

John Archibald Burdon-Cooper Cret William, Crieff Perthshire, PH7 4JY, Scotland	5,000	*	5,000	-	*

Malcolm John Morrisby 331 Chartridge Lane Chesham, Bucks HP5 2SQ, U.K.	5,000	*	5,000	-	*

George Nikas 25 Columbus Circle New York, New York 10019	4,975	*	4,975	-	*

Patricia Mary Morrisby 331 Chartridge Lane Chesham, Bucks HP5 2SQ, U.K.	4,000	*	4,000	-	*

Richard A. Hurowitz, Sasha C. Hurowitz M/NY/UTMA (11) 985 Fifth Avenue, Apt. 2B New York, New York 10075-0142	3,250	*	3,250	-	*

Richard A. Hurowitz, Asher C. Hurowitz M/NY/UTMA (11) 985 Fifth Avenue, Apt. 2B New York, New York 10075-0142	3,250	*	3,250	-	*

Bettina von Meyenburg Seestrasse 1 8704 Herrliberg, Switzerland	3,000	*	3,000	-	*

Claudia von Meyenburg Seestrasse 1 8704 Herrliberg, Switzerland	3,000	*	3,000	-	*

Olav zu Ermgassen 3 Cranmore Avenue, Osterley Isleworth, TW7 4QW, U.K.	2,556	*	2,556	-	*

George Charalambous 29 Dimitriou Biskini Str. 157 71, Athens, Greece	2,500	*	2,500	-	*

Jason Richard Higgins 3, The Granary Buildings, Millow Biggleswade, Bedfordshire SG18 8RH, U.K.	2,035	*	2,035	-	*

Winterflood Securities Ltd. (12) The Atrium Building, Cannon Bridge House 25 Dowgate Hill London, EC4R 2GA, U.K.	1,525	*	1,525	-	*

Christopher John Baker 7 Avenue Road, Dorridge Solihull, B93 8LD, U.K.	1,455	*	1,455	-	*

Raymond Edward Oakley The Old School House, Westbury Brackley, Northamptonshire, NN13 5JR, U.K.	1,250	*	1,250	-	*

Christopher William Owens 24, Pembridge Mews London, W11 3EQ, U.K.	1,250	*	1,250	-	*

Alastair Dickson 16 Charlotte Square Edinburgh, EH2 4DF, U.K.	1,150	*	1,150	-	*

IPM Sipp Administration Limited (13) Cintel House, Watton Road, Ware Hertfordshire, SG12 0AD, U.K.	1,091	*	1,091	-	*

Ioannis Papaioannou 27 Proteos Street 145 64, Kifisia, Greece	1,000	*	1,000	-	*

Graham Stewart Brandon Street Impstone House, Pamber Road, Silchester Reading, Berkshire RG7 2NU, U.K.	1,000	*	1,000	-	*

Ioannis Triarchos 3 Rue Adrien Lachenal Geneva 1207, Switzerland	1,000	*	1,000	-	*

Alastair Marshall Flat 28, Churchfield Mansions 321-345 New King’s Road Parsons Green, London SW6 4RA, U.K.	758	*	758	-	*

Brian Gregory Burroughs 6 Queen Mary Road Chesterfield, S40 3LB, U.K.	750	*	750	-	*

Charles Albert Vanbergen 24 Castle Court, Hadlow Road Tonbridge, Kent TN9 1QU, U.K.	750	*	750	-	*

Lazaridis Vassilis 24 B Kifissias Ave. 151 25, Marousi, Greece	750	*	750	-	*

Michael Emanuel Flat 7, 260 Elgin Avenue London, W9 1JD, U.K.	670	*	670	-	*

Jillian Sandra Kay Hellen 7 Owen Drive, Failand, Bristol, BS8 3UE, U.K.	597	*	597	-	*

Kishor Pindoria 66 Chapman Crescent, Harrow Middlesex, HA3 0TE U.K.	550	*	550	-	*

Kouniniotis Anoliki 8 D Tripia Street 151 21, Pefki, Greece	500	*	500	-	*

Kathleen Rowe Heigh Head, Mewith, Bentham Lancaster, LA2 7AV, U.K.	500	*	500	-	*

Jeffrey O. Parry (1)	472	*	472	-	*

Paul Lyon 7 Lime Road, Southville Bristol, BS3 ILS, U.K.	452	*	452	-	*

Robert David Cole Pastures Farm, Farm town, Coleorton Leicestershire, LE67 BFH, U.K.	379	*	379	-	*

Michael Francis and Margaret Woodhouse 45 St. Peter’s Road West Mersea, Essex C05 8LL, U.K.	330	*	330	-	*

Stephen Sharrock 58 Milnthorpe Road, Kendal Cumbria, LA9 5ND, U.K.	325	*	325	-	*

Peter Berchtold 5 Whitethorn Close Marple, Stockport SK6 6XP, U.K.	323	*	323	-	*

Andrew Timothy Harwood Green Farm House, Green Lane Hucclecote, Gloucester, U.K.	260	*	260	-	*

Christina Costaridi Crosby 51 Holland Park London, W11 3RS, U.K.	250	*	250	-	*

David Paul Fletcher 4 Waveney Hill, Oulton Broad Suffolk, NR32 3PR, U.K.	250	*	250	-	*

Christos Karaindros 24 B Kifissias Ave. 151 25, Marousi, Greece	250	*	250	-	*

Robert Woodland-Ferrari Eyot Lodge, Walton Lane Weybridge, Surrey, KT13 8LU	250	*	250	-	*

Carl Pollard 47 Avenue Clamart, Scunthorpe North Lincolnshire, DN15 8EQ, U.K.	216	*	216	-	*

Grahame Booth 64 Prince Charles Road Worksop, Nottinghamshire S81 7ER, U.K.	175	*	175	-	*

Robert Oliver Drummond Pine Ridge, Common Road, Ightham Sevenoaks, Kent TN15 9AY, U.K.	164	*	164	-	*

Andrew James Leese The School House, Fimber, Driffield East Yorkshire, YO25 9LY, U.K.	140	*	140	-	*

Lady DM White Aim c/o Kirkland House, Bruce Street Whithorn, Newton Stewart, Wigtownshire DG8 8PY, U.K.	135	*	135	-	*

Anthony King 1 Dean Road, Colebrode Plymouth, Devon, U.K.	121	*	121	-	*

Robert Neil Essex 22 Woodstock Road Bristol, BS6 7EJ, U.K.	111	*	111	-	*

Nikolaos Economides 6 Fokilidou Str 106 73 , Athens, Greece	100	*	100	-	*

Vosinaki Eleftheria 54 Papanastasiou 154 52, Athens, Greece	100	*	100	-	*

Sofia Gavriilidou 3 Psatha 152 37, Athens, Greece	100	*	100	-	*

Elias Konstantinidis 54 Papanastasiou 154 52, Athens, Greece	100	*	100	-	*

Vasilios Konstantinidis 30 Vas. Pavlou St 154 52, Athens, Greece	100	*	100	-	*

Giourgas Marinos 3 Psatha 152 37, Athens, Greece	100	*	100	-	*

Julia Naiboropenko Pontou 26 Athens 14572 Greece	100	*	100	-	*

Maria Platanopoulou Pontou 26 145 72, Athens, Greece	100	*	100	-	*

Stefanos Platanopoulos Pontou 26 145 72, Athens, Greece	100	*	100	-	*

Brian Sampson 114 Pinehurst Road Swindon, England, U.K.	100	*	100	-	*

Paul Charles Philip Bernardes 18 Carnarvon Grove Carlton, Nottingham, NG4 IRN, U.K.	72	*	72	-	*

Sandeep Modi 1F1, 13 Wardlaw Place Edinburgh, EH11 IUD, U.K.	50	*	50	-	*

James Barry Fox 40 Drumlee Road, Dungannon County Tyrone, Northern Ireland, BT71 7QD	44	*	44	-	*

Jennifer Mary Jackson 183 Pompallier Estate Drive, Maunu Whangarei, New Zealand, 0110	33	*	33	-	*

Sippdeal Trustees Limited (14) Trafford House, Chester Road Manchester, M32 0RS, U.K.	29	*	29	-	*

TOTAL	6,117,389		6,117,389	-

Name and address of beneficial owner	Number of common shares beneficially owned as of November 19, 2010		Percentage of common shares beneficially owned as of November 19, 2010
George Feidakis (1)		4,474,475		61.8	%
George Karageorgiou (2)		250,157		3.5	%
Ioannis Panayiotopoulos (3)		428,928		5.9	%
Commerzbank AG (4)		480,250		6.6	%
Elias S. Deftereos		15,000		*
Amir Eilon		10,401		*
Jeffrey O. Parry		472		*

All executive officers and directors as a group (five persons)		4,750,505		65.6	%

Effective Date of Issuance	Number of ordinary shares Issued		Price per share		Gross Proceeds or Fair Value of Share Transaction		Process/ Consideration
October 8, 2010		472		-		n/a	Payment for acting as board member
September 13, 2010		541		-		n/a	Payment for acting as board member
June 29, 2010		2,256		-		n/a	Payment for acting as board member
March 16, 2010		4,980		-		n/a	Payment for acting as board member
December 9, 2009		8,572		-		n/a	Payment for acting as board member
November 19,2009		171,052		-		n/a	Bonus payment for services rendered
September 15, 2009		8,888		-		n/a	Payment for acting as board member
June 16, 2009		8,000		-		n/a	Payment for acting as board member
April 9, 2009		8,450		-		n/a	Payment for acting as board member
March 5, 2009		85,760		-		n/a	Part of the annual compensation award
December 9, 2008		8,282		-		n/a	Payment for acting as board member
September 3, 2008		1,412		-		n/a	Payment for acting as board member
June 2, 2008		1,206		-		n/a	Payment for acting as board member
May 1, 2008		16,897		-		n/a	Bonus payment for services rendered
March 12, 2008		1,500		-		n/a	Payment for acting as board member
December 31, 2007		35,586		-		n/a	Bonus payment for services rendered
December 4, 2007		1,240		-		n/a	Payment for acting as board member
October 3, 2007		920		-		n/a	Payment for acting as board member
September 26, 2007		920		-		n/a	Payment for acting as board member
May 31, 2007		8,423,333	$	5.9391	$	50,027,000	Initial public offering on the AIM

BCA		DGCL
Shareholder Meetings
Ø Held at a time and place as designated in the bylaws		Ø May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors
Ø May be held within or outside the Marshall Islands		Ø May be held within or outside Delaware
Ø Notice: o Whenever shareholders are required to take action at a meeting, written notice shall state the place, date and hour of the meeting and indicate that it is being issued by or at the direction of the person calling the meeting o A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting		Ø Notice: o Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any o Written notice shall be given not less than 10 nor more than 60 days before the meeting

Shareholder’s Voting Rights
Ø Any action required to be taken by meeting of shareholders may be taken without meeting if consent is in writing and is signed by all the shareholders entitled to vote		Ø Shareholders may act by written consent signed by the holders of outstanding shares having the number of votes necessary to take action at a meeting
Ø Any person authorized to vote may authorize another person to act for him by proxy		Ø Any person authorized to vote may authorize another person or persons to act for him by proxy
Ø Unless otherwise provided in the articles of incorporation, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the shares entitled to vote at a meeting		Ø For stock corporations, the certificate of incorporation or bylaws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum

BCA		DGCL
Ø The articles of incorporation may provide for cumulative voting		Ø The certificate of incorporation may provide for cumulative voting

Ø Any two or more domestic corporations may merge into a single corporation if approved by the board and if authorized by a majority vote of the holders of outstanding shares at a shareholder meeting		Ø Any two or more corporations existing under the laws of the state may merge into a single corporation pursuant to a board resolution and upon the majority vote by stockholders of each constituent corporation at an annual or special meeting
Ø Any sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the corporation’s usual or regular course of business, once approved by the board, shall be authorized by the affirmative vote of two-thirds of the shares of those entitled to vote at a shareholder meeting		Ø Every corporation may at any meeting of the board sell, lease or exchange all or substantially all of its property and assets as its board deems expedient and for the best interests of the corporation when and as so authorized by a resolution adopted by the holders of a majority of the outstanding stock of a corporation entitled to vote
Ø Any domestic corporation owning at least 90.0% of the outstanding shares of each class of another domestic corporation may merge such other corporation into itself without the authorization of the shareholders of any corporation		Ø Any corporation owning at least 90.0% of the outstanding shares of each class of another corporation may merge the other corporation into itself and assume all of its obligations without the vote or consent of stockholders; however, in case the parent corporation is not the surviving corporation, the proposed merger shall be approved by a majority of the outstanding stock of the parent corporation entitled to vote at a duly called stockholder meeting
Ø Any mortgage, pledge of or creation of a security interest in all or any part of the corporate property may be authorized without the vote or consent of the shareholders, unless otherwise provided for in the articles of incorporation		Ø Any mortgage or pledge of a corporation’s property and assets may be authorized without the vote or consent of stockholders, except to the extent that the certificate of incorporation otherwise provides

Directors
Ø Board must consist of at least one member		Ø Board must consist of at least one member
Ø Number of members can be changed by an amendment to the bylaws, by the shareholders or by action of the board		Ø Number of members shall be fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only by amendment of the certificate of incorporation
Ø If the board is authorized to change the number of directors, it can only do so by an absolute majority (majority of the entire board)

BCA		DGCL
Ø Removal:		Ø Removal:
o Any or all of the directors may be removed for cause by vote of the shareholders o If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders		o Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation whose board is classified, stockholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of directors of which such director is a part

Dissenter’s Rights of Appraisal
Ø Shareholders have a right to dissent from a merger or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their shares		Ø Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to exceptions
Ø A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to receive payment for such shares if the amendment: o Alters or abolishes any preferential right of any outstanding shares having preference; o Creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares; o Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or o Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new class		Ø The certificate of incorporation may provide that appraisal rights are available for shares as a result of an amendment to the certificate of incorporation, any merger or consolidation or the sale of all or substantially all of the assets

BCA		DGCL
Shareholder’s Derivative Actions
Ø An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It shall be made to appear that the plaintiff is such a holder at the time of bringing the action and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by operation of law		Ø In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law
Ø Complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board or the reasons for not making such effort
Ø Such action shall not be discontinued, compromised or settled, without the approval of the High Court of the Republic of the Marshall Islands
Ø Attorney’s fees may be awarded if the action is successful
Ø Corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5.0% of any class of stock and the shares have a value of less than $50,000

SEC Registration Fee	$	4,065
Printing and Engraving Expenses		6,000
Legal Fees and Expenses		150,000
Accountants’ Fees and Expenses		170,000
Nasdaq Listing Fee		125,000
Transfer Agent’s Fees and Expenses		6,000
Miscellaneous Costs		50,000
Total	$	511,065

		Page

Report of Independent Registered Public Accounting Firm		F-2

Consolidated Statement of Financial Position as of December 31, 2008 and 2009		F-3

Consolidated Statement of Comprehensive Income for the years ended December 31, 2007, 2008 and 2009		F-4

Consolidated Statement of Changes in Equity for the years ended December 31, 2007, 2008 and 2009		F-5

Consolidated Statement of Cash Flows for the years ended December 31, 2007, 2008 and 2009		F-6

Notes to the Consolidated Financial Statements		F-7

Interim Condensed Consolidated Unaudited Statement of Financial Position as of June 30, 2010		F-41

Interim Condensed Consolidated Unaudited Statement of Comprehensive Income for the six months ended June 30, 2009 and 2010		F-42

Interim Condensed Consolidated Unaudited Statement of Changes in Equity for the six months ended June 30, 2009 and 2010		F-43

Interim Condensed Consolidated Unaudited Statement of Cash Flows for the six months ended June 30, 2009 and 2010		F-44

Notes to the Interim Condensed Consolidated Unaudited Financial Statements		F-45