8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1, 2007

OCEANAUT, INC.

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	6770	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

17^TH Km National Road Athens-Lamia & Finikos Street

145 64 Nea Kifisia

Athens, Greece

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: +30-210-620-9520

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On May 1, 2007, in response to new AMEX listing requirements that mandate that all AMEX-listed companies become eligible to participate in the “Direct Registration System” for their outstanding securities, the board of directors (the “Board”) of Oceanaut, Inc. (the “Corporation”) adopted resolutions providing for an amendment (“Amendment No. 1”) to Section 5.1 of the Corporation’s Bylaws (the “Bylaws”) to clarify that the Corporation’s outstanding securities may exist in certificated or uncertificated form. A copy of Amendment No. 1 to the Bylaws, reflecting the amendment adopted by the Board as of May 1, 2007, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

(b) Not applicable.

ITEM 9.01. Financial Statements and Exhibits.

Exhibit No.	Exhibit
3.1	Amendment No. 1 to the Bylaws of Oceanaut, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 7, 2007	OCEANAUT, INC.
	/s/ Christopher Georgakis
	Christopher Georgakis
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
3.1	Amendment No. 1 to the Bylaws of Oceanaut, Inc.

EX-3.1

EXHIBIT 3.1

AMENDMENT NO. 1 TO THE BYLAWS OF

OCEANAUT, INC.

It is hereby certified that:

1. The Bylaws of Oceanaut, Inc., a Marshall Islands corporation (the “Corporation”) are hereby amended by deleting Section 5.1 thereof in its entirety and by substituting in lieu of said Section the following new Section 5.1:

5.1 Form of Certificates. Shares of stock of the Corporation may be certificated or uncertificated, as provided under applicable law. All certificates shall be numbered and shall be entered into the books of the Corporation as they are issued. A certificate shall exhibit the holder’s name and number of shares and shall be signed, in the name of the Corporation (i) by the Chief Executive Officer or a Vice President, and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation.

2. The amendment of the Bylaws herein certified has been duly adopted in accordance with the provisions of the Articles of Incorporation and Bylaws of the Corporation.

Signed this 1^st day of May, 2007

OCEANAUT, INC.
By:	/S/ Christopher Georgakis
Name:	Christopher Georgakis
Title:	President and Chief Executive Officer