1368195--5/4/2009--Aegean_Earth_&_Marine

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Risks Related to our Business We and our wholly owned subsidiary Aegean Earth S.A. are development-stage, start-up companies with no operating histories, which makes it difficult to evaluate our existing business and business prospects and increases the risk that the value of any investment in us will decline. We will require additional capital to pursue our business plan. Difficult conditions in the worldwide and European Economy may adversely affect the Company s ability to complete acquisitions, receive additional financing, and may decrease the number of construction projects available for bid. An integral part of our business plan involves acquisitions which may or may not be completed. We are not yet licensed by the Greek government to undertake construction projects in Greece and if we do not obtain a license we will not be able to engage in construction projects in Greece. Our future classification with the Greek government may limit the size of construction projects that we may be able to undertake. Our success will be dependent upon our ability to successfully bid on and timely complete construction projects which involves a high degree of risk. The construction business is subject to a number of risks outside of our control. Although we have not commenced any construction projections to date, if we do, we may experience shortages of building supplies and labor, resulting mainly from circumstances beyond our control, which could cause delays and increase costs of completing construction projects, which may adversely affect our operating results. Product liability litigation and claims that may arise in the ordinary course of our proposed business may be costly and could negatively impact our reputation, which could adversely affect our proposed business. We are subject to governmental regulations that may limit our operations, increase our expenses or subject us to liability. Increased insurance risk could negatively affect our business. Our future success depends on retaining our existing key employees. The loss of key employees could limit our ability to operate our business and execute our growth strategy, which could in turn adversely effect our ability to obtain construction contracts and/or cause a slower rate of growth. The construction industry is highly competitiv Risks related to doing business overseas. Some of our Officers and Directors reside outside of the United States which could make it difficult to enforce potential civil liabilities and judgments. You may not be able to enforce your claims in the Cayman Islands or Greece. Risks Related to our Ordinary Shares If we are a controlled foreign corporation, you may be subject to certain adverse U.S. federal income tax consequences, including having to include undistributed earnings in your gross income and/or not being able to take advantage of capital gains treatment in a sale of ordinary shares. If we are considered a Passive Foreign Investment Company, you may be subject to certain adverse U.S federal income tax consequences, including subjecting US shareholders to additional taxes. We are authorized to issue up to 78,125,000 ordinary shares and 20,000,000 preference shares, which could reduce the proportionate ownership interests of current shareholders. There is presently no market for our Ordinary Shares. If our Ordinary Shares are traded and/or quoted, we expect that the shares will be subject to the penny stock rules for the foreseeable future. We have never declared or paid dividends on our ordinary shares and we do not currently anticipate paying any cash dividends in the foreseeable future. The concentration of ownership of our ordinary shares with insiders and their affiliates is likely to limit the ability of other shareholders to influence corporate matters.

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1368195--5/4/2009--Aegean_Earth_&_Marine_CORP