(State or other jurisdiction of

incorporation or organization)

by Navios Maritime Holdings Inc,

as successor

Assets

Current assets:

Cash and cash equivalents

Investment held in Trust Fund

Deferred Tax Asset

Prepaid expenses

Total current assets

Advances held in escrow for Acquisitions

Property & Equipment (net)

Deferred Acquisitions costs

Deferred Finance costs

Total Assets

Liabilities & Stockholders’ Equity

Current Liabilities:

Trade payable & Accrued Expenses

Notes payable, stockholder

Deferred Interest at Trust account

Income taxes payable

Total Current Liabilities

Common Stock, Subject to possible conversion

Stockholders’ Equity:

Preferred Stock - $.0001 par value, authorized 1,000,000 shares, none issued

Common Stock - $.0001 par value, authorized 20,000,000 shares, issued and outstanding 39,900,000 (which includes 6,551,723 shares subject to possible conversion

Additional paid-in capital

Earnings accumulated during the development stage

Total stockholders’ equity

Total Liabilities and Stockholders’ Equity

Net revenue from operations

Capital based Taxes

Other Operating expenses

Formation & Operating Cost

Operating Loss

Income from Financing Activities

Bank Interest Income, net

Income before provision for income taxes

Provision for Income Taxes

Net Income

Weighted average number of common shares outstanding

Net income per share :

Additional

Paid-In Capital

Stockholders’

Equity

Sale of 7,125,000 shares of common stock to initial stockholders

Sale of 32,775,000 units, net of underwriters’ discount and offering expenses (includes 6,551,723 shares subject to possible convertion)

Proceeds subject to possible conversion of 6,551,723 shares

Net Income

Balance at December 31, 2004

Unaudited:

Finalization of estimated costs of the offering

Net Income

Balance at June 30, 2005

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income

Adjustments to reconcile net income to net cash used in operating activities:

Depreciation

Interest income on treasury bills

Changes in operating assets & liabilities :

Increase in prepaid expenses

Increase in accounts payable and accrued expenses

Increase in deferred interest

Increase in income taxes payable

Increase in deferred tax assets

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of Treasury Bills - held in trust

Increase in cash held in trust

Purchase of property & equipment

Advance for the acquisition of a target

Payment of deferred acquisition costs

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Gross proceeds from initial public offering

Payment of costs of initial public offering

Proceeds from stockholders loans & advances

Payment to stockholders loans & advances

Proceeds from sale of common stock

Payment of deferred finance costs

Net cash provided by financing activities

Increase/decrease in cash at end of period

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Supplemental schedule of non-cash investing activity:

Accrual of deferred acquisition costs

Supplemental schedule of non-cash financing activity:

Accrual of deferred finance costs

International Shipping Enterprises, Inc. (the “Company”) was incorporated in Delaware on September 17, 2004, as a blank check company, the objective of which is to acquire one or more vessels or an operating business in the dry bulk sector of the shipping industry.

All activity from January 1, 2005, through June 30, 2005, relates to the Company’s search for a business combination and the negotiation of the acquisition of Navios Maritime Holdings Inc. described below. The Company has selected December 31 as its fiscal year-end.

The registration statement for the Company’s initial public offering (“Offering”) was declared effective December 10, 2004. The Company consummated the Offering on December 16, 2004, and received net proceeds of approximately $182,621,000 (Note 2). The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Offering, although substantially all of the net proceeds of this Offering are intended to be generally applied toward consummating a business combination with (or acquisition of) one or more vessels or an operating business in the dry bulk sector of the shipping industry (“Business Combination”). Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. An amount of $180,576,000 of the net proceeds were placed in an interest-bearing trust account (“Trust Account”) until the earlier of (i) the consummation of a Business Combination or (ii) the liquidation of the Company. Under the agreement governing the Trust Account, funds will only be invested in United States government securities (Treasury Bills) with a maturity of 180 days or less. (Note 3) The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal, and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

The Company, after signing a definitive agreement for the acquisition of a target business, will submit such transaction for stockholder approval. In the event that stockholders owning 20% or more of the shares sold in the Offering vote against the Business Combination and exercise their redemption rights described below, the Business Combination will not be consummated. All of the Company’s stockholders prior to the Offering, including all of the officers and directors of the Company (“Initial Stockholders”), have agreed to vote their 7,125,000 founding shares of common stock in accordance with the vote of the majority in interest of all other stockholders of the Company (“Public Stockholders”) with respect to any Business Combination. After consummation of a Business Combination, these voting safeguards will no longer be applicable.

With respect to a Business Combination which is approved and consummated, any Public Stockholder who votes against the Business Combination may demand that the Company convert his shares. The per share conversion price will equal to the amount in the Trust Account calculated as of two business days prior to the proposed consummation of the Business Combination divided by the number of shares of common stock held by Public Stockholders at the consummation of the Offering. Accordingly, Public Stockholders holding 19.99% of the aggregate number of shares owned by all Public Stockholders may seek conversion of their shares in the event of a Business Combination. Such Public Stockholders are entitled to receive their per share interest in the Trust Account computed without regard to the shares held by Initial Stockholders. Accordingly, a portion of the net proceeds from the offering (19.99% of the amount held in the Trust Account) has been

classified as common stock subject to possible conversion and 19.99% of the interest earned on the amount held in the Trust Account has been recorded as deferred interest in the accompanying June 30, 2005 balance sheet.

The Company’s Certificate of Incorporation provides for mandatory liquidation of the Company in the event that the Company does not consummate a Business Combination within 12 months from the date of the consummation of the Offering, or 18 months from the consummation of the Offering if certain extension criteria have been satisfied. In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per share in the Offering due to costs related to the Offering and since no value would be attributed to the Warrants contained in the Units sold (Note 2).

In connection with a proposed acquisition (Note 4), the Company has deferred $3,448,500 relating to bank commitment fees and $1,246,983 of costs relating to professional fees for legal, due diligence and accounting services.

On December 16, 2004, the Company sold 32,775,000 units (“Units”) in the Offering, which included all of the 4,275,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one share of the Company’s common stock, $.0001 par value, and two Redeemable Common Stock Purchase Warrants (“Warrants”). Each Warrant entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00 commencing the later of the completion of a Business Combination with a target business or one year from the effective date of the Offering and expiring four years from the date of the prospectus. The Warrants will be redeemable, upon prior written consent of the Company’s underwriter in the Offering, Sunrise Securities Corp., at a price of $.01 per Warrant upon 30 days’ notice after the Warrants become exercisable, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period ending on the third day prior to date on which notice of redemption is given and only if the weekly trading volume of the Company’s common stock has been at least 800,000 shares for each of the two calendar weeks prior to the date on which notice of redemption is given.

At June 30, 2005, 65,550,000 shares of common stock were reserved for issuance upon exercise of Warrants.

Simultaneously with the signing of the Purchase Agreement, the Company deposited $3,000,000 with an escrow agent as a deposit to be applied against the purchase price at closing. On July 15, 2005, the Company deposited an additional $3,000,000 in conjunction with the extension of closing date to August 31, 2005, in accordance with the terms and conditions of the Purchase Agreement. In the event that the closing does not occur, any and all deposits will be returned to the Company, except in those cases where the closing has not occurred due to the Company’s breach of one of its representation, warranty, covenant or agreement in the Purchase Agreement. In connection with the deposit and other costs and expenses associated with the transaction, an Initial Stockholder has agreed to loan the necessary funds to the Company (Note 5).

At June 30, 2005, trade payable and accrual expenses include $647,876 due to Navios.

The transaction is expected to be consummated upon receipt of the required approval by the Company’s stockholders. The special meeting of the Company’s stockholders is currently scheduled for August 23, 2005.