Item 1.01 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT;

Item 3.02 UNREGISTERED SALES OF STRUCTURED NOTES

On August 8, 2011, we entered into a Funding Commitment (the "Agreement"), as evidenced in Exhibit 10.3 of our Form 10-Q filed on August 11, 2011, in the amount of $12,500,000 in Structured Notes (the "Notes") to be issued by a yet to be formed subsidiary of the Company. The Notes, if placed, will be secured by a first position lien on the Company's vessel, the mv Island Breeze. The funding date of the Notes was expected to be ninety (90) days from commencement.

On June 15, 2012, we terminated the Agreement based upon the underwriter's inability to finalize a closing date for funding.

Item 9.01 EXHIBITS

(c) Exhibits

None

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