Exhibit
15.3
  INDEX
  PageNAVIOS MARITIME PARTNERS L.P.REPORT OF INDEPENDENT REGISTERED PUBLIC
    ACCOUNTING FIRM


F-2CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2010
    AND DECEMBER 31, 2009


F-3CONSOLIDATED STATEMENTS OF INCOME FOR EACH OF THE
    YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008


F-4CONSOLIDATED STATEMENTS OF CASH FLOWS FOR EACH OF
    THE YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008


F-5CONSOLIDATED STATEMENTS OF CHANGES IN
    PARTNERS CAPITAL AND COMPREHENSIVE INCOME FOR EACH OF THE
    YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008


F-6NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS


F-7  F-1




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##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board of Directors and Partners of
 Navios Maritime Partners L.P.:
  Form 20-F.
          F-2




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##### 



NAVIOS
    MARITIME PARTNERS L.P.CONSOLIDATED BALANCE SHEETS (Expressed
    in thousands of U.S. Dollars except unit data)
  December 31,


December 31,Notes


2010


2009ASSETSCurrent assetsCash and cash equivalents


3


$
51,278


$
77,878Restricted cash






824



13,322Accounts receivable, net


4



936



602Prepaid expenses and other current assets


5



2,574



777Total current assets






55,612



92,579Vessels, net


6



612,358



299,695Deferred financing costs, net






2,582



1,431Other long term assets






242



179Intangible assets


7



170,091



40,372Deposits for vessel acquisitions


6







2,500Total non-current assets






785,273



344,177Total assets





$
840,885


$
436,756LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesAccounts payable


8


$
1,076


$
518Accrued expenses


9



1,941



1,844Deferred voyage revenue


10



10,575



9,025Current portion of long-term debt


11



29,200



Amounts due to related parties


18



2,633



1,964Total current liabilities






45,425



13,351Long-term debt


11



292,300



195,000Unfavorable lease terms


7



665



2,662Deferred voyage revenue


10



10,992



17,753Total non-current liabilities






303,957



215,415Total liabilities






349,382



228,766Commitments and contingencies


16







Partners capital:Common Unitholders (41,779,404 and 24,291,815 units issued
    and outstanding at December 31, 2010 and December 31,
    2009, respectively)


13



651,965



369,747Subordinated Unitholders (7,621,843 units issued and
    outstanding at December 31, 2010 and December 31, 2009)


13



(168,229
)


(164,004
)General Partner (1,028,599 and 671,708 units issued and
    outstanding at December 31, 2010 and December 31,
    2009, respectively)


13



1,685



(3,835
)Subordinated Series A Unitholders (1,000,000 units
    issued and outstanding at December 31, 2010 and
    December 31, 2009)


13



6,082



6,082Total partners capital






491,503



207,990Total liabilities and partners capital





$
840,885


$
436,756    F-3




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##### 



NAVIOS
    MARITIME PARTNERS L.P.CONSOLIDATED STATEMENTS OF
    INCOME (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,Notes


2010


2009


2008Time charter and voyage revenues


14


$
143,231


$
92,643


$
75,082Time charter and voyage expenses






(12,027
)


(13,925
)


(11,598
)Direct vessel expenses






(92
)


(415
)


(578
)Management fees


18



(19,746
)


(11,004
)


(9,275
)General and administrative expenses


18



(4,303
)


(3,208
)


(3,798
)Depreciation and amortization


6,7



(41,174
)


(15,877
)


(11,865
)Interest expense and finance cost, net


11



(6,360
)


(8,048
)


(9,216
)Interest income






1,017



261



301Compensation expense


13







(6,082
)


Other income






85



94



23Other expense






(120
)


(117
)


(318
)Net income





$
60,511


$
34,322


$
28,758   Earnings
    per unit (see note 19):
  Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2010


2009


2008Net income

$
60,511


$
34,322


$
28,758Weighted average units outstanding (basic and diluted)Common unit holders


33,714,905



17,174,185



12,074,263Subordinated unit holders


7,621,843



7,621,843



7,621,843General partner unit holders


864,017



516,441



401,962Subordinated Series A unit holders


1,000,000



1,000,000



Earnings per unit (see Note 19):Common unit (basic and diluted)

$
1.51


$
1.47


$
1.56Subordinated unit (basic and diluted)

$
1.11


$
1.09


$
1.22General partner unit (basic and diluted)

$
1.42


$
1.40


$
1.53Subordinated Series A unit (basic and diluted)

$



$



$
    F-4




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##### 



NAVIOS
    MARITIME PARTNERS L.P.CONSOLIDATED STATEMENTS OF CASH
    FLOWS (Expressed
    in thousands of U.S. Dollars)
  Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,Note


2010


2009


2008OPERATING ACTIVITIESNet income





$
60,511


$
34,322


$
28,758Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


6,7



41,174



15,877



11,865Amortization and write-off of deferred financing cost






415



683



221Amortization of deferred drydock costs






92



415



578Provision for bad debts


4







49



Compensation expense


13







6,082



Changes in operating assets and liabilities:(Increase)/decrease in restricted cash






(2
)


(822
)


797(Increase)/decrease in accounts receivable






(334
)


(338
)


68Increase in prepaid expenses and other current assets






(1,797
)


(406
)


(332
)Increase in other long term assets






(154
)






Increase/ (decrease) in accounts payable






558



(76
)


24Increase in accrued expenses






97



182



231(Decrease)/ increase in deferred voyage revenue






(5,211
)


24,172



2,453Increase/(decrease) in amounts due to related parties






669



425



(2,919
)Net cash provided by operating activities






96,018



80,565



41,744INVESTING ACTIVITIES:Acquisition of vessels


6



(291,591
)


(23,683
)


(69,505
)Acquisition of intangibles


7



(156,166
)


(42,917
)


Deposit for vessel acquisitions










(2,500
)


Net cash used in investing activities






(447,757
)


(69,100
)


(69,505
)FINANCING ACTIVITIES:Cash distribution paid


19



(72,316
)


(39,016
)


(24,552
)Proceeds from issuance of general partner units


13



6,150



2,948



918Proceeds from issuance of common units, net of offering costs


13



253,871



126,807



Proceeds from long term debt


11



139,000







70,000Decrease/ (Increase) in restricted cash


11



12,500



(12,500
)


Repayment of long-term debt and payment of principal


11



(12,500
)


(40,000
)


Debt issuance costs






(1,566
)


(200
)


(326
)Net cash provided by financing activities






325,139



38,039



46,040(Decrease)/ increase in cash and cash equivalents






(26,600
)


49,504



18,279Cash and cash equivalents, beginning of period






77,878



28,374



10,095Cash and cash equivalents, end of period





$
51,278


$
77,878


$
28,374SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for interest





$
5,806


$
7,590


$
9,022Non-cash investing and financing activities:Issuance of common units to Navios Holdings related to the
    acquisition of the Navios Aurora II in March 2010





$
20,326







Issuance of common units to Navios Holdings related to the
    acquisition of the Navios Fulvia and the Navios Melodia in
    November 2010





$
14,971







Issuance of units in connection with the non-cash compensation
    expense related to the relief of the obligation on Navios Bonavis





$




6,082



Issuance of common units to Navios Holdings related to the
    acquisition of Navios Hope in July 2008





$



$



$
44,937Unamortized portion of favorable lease terms and purchase option
    capitalized to fixed assets related to the acquisition of Navios
    Fantastiks





$



$



$
53,022  F-5




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##### 



NAVIOS
    MARITIME PARTNERS L.P.CONSOLIDATED STATEMENTS OF CHANGES
    IN PARTNERS CAPITAL (Expressed
    in thousands of U.S. Dollars except unit data)
  Limited Partners


SubordinatedSubordinated


Series A





Total Partners


ComprehensiveGeneral Partner


Common Unitholders


Unitholders


Unitholders





Capital


IncomeUnits





Units





Units





UnitsBalance January 1, 2008


369,834


$
(7,720
)


10,500,000


$
194,265



7,621,843


$
(159,759
)









$
26,786



1,613Cash distribution paid






(513
)






(14,436
)






(9,603
)










(24,552
)


Issuance of units


63,906



918



3,131,415



44,937



















45,855Net income






615







18,873







9,270











28,758



28,758Balance December 31, 2008


433,740



(6,700
)


13,631,415


$
243,639



7,621,843


$
(160,092
)





$



$
76,847



28,758Cash distribution paid






(807
)






(25,976
)






(12,233
)










(39,016
)


Issuance of subordinated Series A Units


























1,000,000



6,082



6,082



Proceeds from issuance of common units, net of offering costs










10,660,400



126,807



















126,807



Proceeds from issuance of general partners units (see
    note 13)


237,968



2,948



























2,948



Net income






724







25,277







8,321











34,322



34,322Balance December 31, 2009


671,708


$
(3,835
)


24,291,815


$
369,747



7,621,843


$
(164,004
)


1,000,000


$
6,082


$
207,990



34,322Cash distribution paid






(1,853
)






(57,773
)






(12,690
)










(72,316
)Issuance of units for vessel acquisitions


40,053



714



1,962,589



35,297



















36,011



Proceeds from issuance of common units, net of offering costs










15,525,000



253,871



















253,871



Proceeds from issuance of general partners units (see
    note 13)


316,838



5,436



























5,436Net income






1,223







50,823







8,465











60,511



60,511Balance December 31, 2010


1,028,599


$
1,685



41,779,404


$
651,965



7,621,843


$
(168,229
)


1,000,000


$
6,082


$
491,503



60,511  F-6




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##### 





NAVIOS
    MARITIME PARTNERS L.P.NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  NOTE 1 
    DESCRIPTION
    OF BUSINESS              12-month
    NOTE 2 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  (a)
    Basis of presentation:  The accompanying
    consolidated financial statements are prepared in accordance
    with accounting principles generally accepted in the United
    States of America (GAAP).(b)
    Principles of consolidation:  The
    accompanying consolidated financial statements include Navios
    Partners wholly owned subsidiaries incorporated under the
    laws of Marshall Islands and Malta from their dates of
    incorporation or, for chartered-in vessels, from the dates
    charter-in agreements were in F-7




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##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
      Subsidiaries:
  The accompanying consolidated financial statements include
    the following entities and chartered-in vessels:
  Country of

Statement of incomeCompany name

Vessel name

incorporation

2010

2009

2008Libra Shipping Enterprises Corporation

Navios Libra II

Marshall Is.


1/1  12/31




1/1  12/31




1/1  12/31Alegria Shipping Corporation

Navios Alegria

Marshall Is.


1/1  12/31




1/1  12/31




1/1  12/31Felicity Shipping Corporation

Navios Felicity

Marshall Is.


1/1  12/31




1/1  12/31




1/1  12/31Gemini Shipping Corporation

Navios Gemini S

Marshall Is.


1/1  12/31




1/1  12/31




1/1  12/31Galaxy Shipping Corporation

Navios Galaxy I

Marshall Is


1/1  12/31




1/1  12/31




1/1  12/31Aurora Shipping Enterprises Ltd.

Navios Hope

Marshall Is


1/1  12/31




1/1  12/31




7/1  12/31Palermo Shipping S.A.

Navios Apollon

Marshall Is


1/1  12/31




10/29  12/31




Fantastiks Shipping Corporation (**)

Navios Fantastiks

Marshall Is.


1/1  12/31




1/1  12/31




1/1  12/31Sagittarius Shipping Corporation (***)

Navios Sagittarius

Marshall Is.


1/1  12/31




6/10  12/31




Hyperion Enterprises Inc.

Navios Hyperion

Marshall Is


1/8  12/31









Chilali Corp.

Navios Aurora II

Marshall Is


3/18  12/31









Surf Maritime Co.

Navios Pollux

Marshall Is


5/21  12/31









Pandora Marine Inc.

Navios Melodia

Marshall Is


11/15  12/31









Customized Development S.A.

Navios Fulvia

Liberia


11/15  12/31









Chartered-in vesselsProsperity Shipping Corporation(*)

Navios Prosperity

Marshall Is.


1/1  12/31




1/1  12/31




1/1  12/31Aldebaran Shipping Corporation(*)

Navios Aldebaran

Marshall Is.


1/1  12/31




1/1  12/31




3/17  12/31JTC Shipping and Trading Ltd(*)

Operating Co.

Malta


3/18  12/31









Navios Maritime Partners L.P.

N/A

Marshall Is.


1/1  12/31




1/1  12/31




1/1  12/31Navios Maritime Operating LLC

N/A

Marshall Is.


1/1  12/31




1/1  12/31




1/1  12/31     (*)
    
    Not a vessel-owning subsidiary and
    only holds rights to charter-in contract(**)
    
    Fantastiks Shipping Corporation
    took ownership of the vessel Navios Fantastiks on May 2,
    2008.(***)
    
    Sagittarius Shipping Corporation
    took ownership of the vessel Navios Sagittarius on
    January 12, 2010.  (c)
    Use of Estimates:  The preparation of
    consolidated financial statements in conformity with the
    accounting principles generally accepted in the United States of
    America requires management to make estimates and assumptions
    that affect the reported amounts of assets and liabilities and
    disclosure of F-8




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##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  contingent assets and liabilities as of the dates of the
    financial statements and the reported amounts of revenues and
    expenses during the reporting periods. On an on-going basis,
    management evaluates the estimates and judgments, including
    those related to future drydock dates, the selection of useful
    lives for tangible assets, expected future cash flows from
    long-lived assets to support impairment tests, provisions
    necessary for accounts receivables, provisions for legal
    disputes, and contingencies. Management bases its estimates and
    judgments on historical experience and on various other factors
    that are believed to be reasonable under the circumstances, the
    results of which form the basis for making judgments about the
    carrying values of assets and liabilities that are not readily
    apparent from other sources. Actual results could differ from
    those estimates under different assumptions
    and/or
    conditions.  (d)
    Cash and Cash equivalents:  Cash and
    cash equivalents consist of cash on hand, deposits held on call
    with banks, and other short-term liquid investments with
    original maturities of three months or less.  (e)
    Restricted Cash:  Restricted cash
    includes an amount of $824 to guarantee a claim related to an
    owned vessel. Restricted cash as of December 31, 2009, also
    included cash reserves held in a pledged account with the agent
    bank as per the amended terms of Navios Partners Credit
    Facility. As of December 31, 2010 and 2009 the restricted
    cash held in retention accounts was $824 and $13,322,
    respectively.  (f)
    Accounts Receivable, net:  The amount
    shown as accounts receivable, net at each balance sheet date
    includes receivables from charterers for hire, freight and
    demurrage billings, net of a provision for doubtful accounts. At
    each balance sheet date, all potentially uncollectible accounts
    are assessed individually for purposes of determining the
    appropriate provision for doubtful accounts. The allowance for
    doubtful accounts at December 31, 2010 and 2009 was $49.  (g)
    Insurance claims:  Insurance claims
    consist of claims submitted
    and/or
    claims in the process of compilation or submission (claims
    pending against vessels insurance underwriters). They are
    recorded on the accrual basis and represent the claimable
    expenses, net of applicable deductibles, incurred through
    December 31 of each reported period, which are expected to be
    recovered from insurance companies. Any remaining costs to
    complete the claims are included in accrued liabilities. The
    classification of insurance claims into current and non-current
    assets is based on managements expectations as to their
    collection dates. As provided in the management agreement,
    adjustments and negotiations of settlements of any claim damages
    which are recoverable under insurance policies are managed by
    the Manager. Navios Partners pays the deductible of any
    insurance claims relating to its vessels or for any claims that
    are within such deductible range.(h)
    Vessels, net:  Vessels owned by Navios
    Partners are recorded at historical cost, which consists of the
    contract price and any material expenses incurred upon
    acquisition (improvements and delivery expenses) as well as
    purchase options on vessels when these options are exercised.
    Subsequent expenditures for major improvements and upgrading are
    capitalized, provided they appreciably extend the life, increase
    the earning capacity or improve the efficiency or safety of the
    vessels. The cost and related accumulated depreciation of assets
    retired or sold are removed from the accounts at the time of
    sale or retirement and any gain or loss is included in the
    accompanying consolidated statements of income. Pursuant to the
    management agreement expenditures for routine maintenance and
    repairs are included in the daily fee of currently $4.4 for
    Panamax vessels, $5.5 for Capesize vessels and $4.5 for Ultra
    Handymax vessels that Navios Partners pays to the Manager and
    are also expensed as incurred. Depreciation is computed using
    the straight line method over the useful life of the vessels,
    after considering the estimated residual value. We estimate the
    residual values of our vessels based on a scrap value of $285
    per lightweight ton, as we believe this level is common in the
    shipping industry. The useful life of the vessels is estimated
    to be 25 years from the vessels original
    construction. However, when regulations place limitations over
    the ability of a vessel to trade on a worldwide basis, its
    useful life is re-estimated to end at the date such regulations
    become effective. F-9




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##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
   (i)
    Deferred Drydock and Special Survey costs:Navios
    Partners vessels are subject to regularly scheduled
    drydocking and special surveys which are carried out every 30 or
    60 months to coincide with the renewal of the related
    certificates issued by the Classification Societies, unless a
    further extension is obtained in rare cases and under certain
    conditions. The costs of drydocking and special surveys is
    deferred and amortized over the above periods or to the next
    drydocking or special survey date if such has been determined.
    Unamortized drydocking or special survey costs of vessels sold
    are written off to income in the year the vessel is sold. For
    the years ended December 31, 2010, 2009 and 2008
    amortization was $92, $415, and $578.(j)
    Impairment of long lived
    assets:  Vessels, other fixed assets and other
    long lived assets held and used by Navios Partners are reviewed
    periodically for potential impairment whenever events or changes
    in circumstances indicate that the carrying amount of a
    particular asset may not be fully recoverable. In accordance
    with accounting for long-lived assets, management determines
    projected undiscounted cash flows for each asset and compares it
    to its carrying amount. In the event that projected undiscounted
    cash flows for an asset is less than its carrying amount, then
    management reviews fair value and compares it to the
    assets carrying amount. In the event that impairment
    occurs, an impairment charge is recognized by comparing the
    assets carrying amount to its estimated fair value. For
    the purposes of assessing impairment, long lived-assets are
    grouped at the lowest levels for which there are separately
    identifiable cash flows. No impairment loss was recognized for
    any of the periods presented.  (k)
    Deferred Financing Costs:  Deferred
    financing costs include fees, commissions and legal expenses
    associated with obtaining loan facilities. These costs are
    amortized over the life of the related debt using the effective
    interest rate method, and are included in interest expense.
    Interest expense and write offs for each of the years ended
    December 31, 2010, 2009 and 2008 were: $415, $683 and $221,
    respectively.  (l)
    Intangible assets and
    liabilities:  Navios Partners intangible
    assets and liabilities consist of favorable lease terms
    (including unexercised purchase options) and unfavorable lease
    terms. When intangible assets or liabilities associated with the
    acquisition of a vessel are identified, they are recorded at
    fair value. Fair value is determined by reference to market data
    and the discounted amount of expected future cash flows. Where
    charter rates are higher than market charter rates, an asset is
    recorded, being the difference between the acquired charter rate
    and the market charter rate for an equivalent vessel. Where
    charter rates are less than market charter rates, a liability is
    recorded, being the difference between the assumed charter rate
    and the market charter rate for an equivalent vessel. The
    determination of the fair value of acquired assets and assumed
    liabilities requires us to make significant assumptions and
    estimates of many variables including market charter rates,
    expected future charter rates, the level of utilization of our
    vessels and our weighted average cost of capital. The use of
    different assumptions could result in a material change in the
    fair value of these items, which could have a material impact on
    our financial position and results of operations.    (m)
    Foreign currency translation:  Navios
    Partners functional and reporting currency is the
    U.S. Dollar. Navios Partners engages in worldwide commerce
    with a variety of entities. Although, its operations may expose
    it to certain levels of foreign currency risk, its transactions
    are predominantly U.S. dollar F-10




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##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  denominated. Additionally, Navios Partners wholly-owned
    vessel subsidiaries transacted a nominal amount of their
    operations in Euros; however, all of the subsidiaries
    primary cash flows are U.S. dollar denominated.
    Transactions in currencies other than the functional currency
    are translated at the exchange rate in effect at the date of
    each transaction. Differences in exchange rates during the
    period between the date a transaction denominated in a foreign
    currency is consummated and the date on which it is either
    settled or translated, are recognized in the statement of
    operations. The foreign currency exchange gains/(losses)
    recognized in the accompanying consolidated statements of
    income, in other income or expense, for each of the years ended
    December 31, 2010, 2009 and 2008 were $22, $(12) and $0,
    respectively.  (n)
    Provisions:  Navios Partners, in the
    ordinary course of its business, is subject to various claims,
    suits and complaints. Management, in consultation with internal
    and external advisors, will provide for a contingent loss in the
    financial statements if the contingency had been incurred and
    the likelihood of loss is deemed to be probable at the date of
    the financial statements and the amount of the loss can be
    reasonably estimated. In accordance with the accounting for
    contingencies, if Navios Partners has determined that the
    reasonable estimate of the loss is a range and there is no best
    estimate within the range, Navios Partners will accrue the lower
    amount of the range. Navios Partners, through the management
    agreement, participates in Protection and Indemnity (P&I)
    insurance coverage plans provided by mutual insurance societies
    known as P&I clubs. Under the terms of these plans,
    participants may be required to pay additional premiums to fund
    operating deficits incurred by the clubs (deferred
    calls). Obligations for deferred calls are accrued
    annually based on information provided by the clubs regarding
    supplementary calls. Services such as the ones described above
    are provided by the Manager under the management agreement and
    included as part of the daily fee of $4.4 for each Panamax
    vessel, $5.5 for each Capesize vessel and $4.5 for each
    Ultra-Handymax vessel.(o)
    Segment Reporting:  Navios Partners
    reports financial information and evaluates its operations by
    charter revenues and not by the length of ship employment for
    its customers. Navios Partners does not use discrete financial
    information to evaluate operating results for each type of
    charter. Management does not identify expenses, profitability or
    other financial information by charter type. As a result,
    management reviews operating results solely by revenue per day
    and operating results of the fleet and thus Navios Partners has
    determined that it operates under one reportable segment.(p)
    Revenue and Expense Recognition:  Revenue Recognition:
     F-11




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
       Time Charter and Voyage Expenses:
  Direct Vessel Expense:
  Management fees:
    General & administrative
    expenses:
  Deferred Voyage Revenue:
  Prepaid Voyage Costs:
  (q)
    Financial Instruments:  Financial
    instruments carried on the balance sheet include cash and cash
    equivalents, restricted cash, accounts receivables and accounts
    payables, other receivables and other liabilities and long-term
    debt. The particular recognition methods applicable to each
    class of financial instrument are disclosed in the applicable
    significant policy description of each item, or included below
    as applicable.  Financial risk management:
 F-12




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    Credit risk:
  Foreign exchange risk:
  (r)
    Cash Distribution:  As per the
    Partnership Agreement, within 45 days following the
    end of each quarter, an amount equal to 100% of Available Cash
    with respect to such quarter shall be distributed to the
    partners as of the record date selected by the Board of
    Directors.  Available Cash:  G
  
    less the amount of cash reserves established by the board of
    directors to:  
    provide for the proper conduct of the business (including
    reserve for Maintenance and Replacement Capital Expenditures)
    comply with applicable law, any of Navios Partners debt
    instruments, or other agreements; or
    provide funds for distributions to the unitholders and to the
    general partner for any one or more of the next four quarters;  
    plus all cash on hand on the date of determination of Available
    Cash for the quarter resulting from working capital borrowings
    made after the end of the quarter. Working capital borrowings
    are generally borrowings that are made under any revolving
    credit or similar agreement used solely for working capital
    purposes or to pay distributions to partners.  Maintenance and Replacement Capital
    Expenditures:
  (s)
    Recent Accounting Pronouncements:  Transfers
    of Financial Assets
   F-13




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
   Determining
    the Primary Beneficiary of a Variable Interest Entity
      Measuring
    Liabilities at Fair Value
    Fair
    Value Disclosures
    Subsequent
    Events
   F-14




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  NOTE 3 
    CASH AND
    CASH EQUIVALENTS    December 31,


December 31,2010


2009Cash on hand and at banks

$
33,259


$
13,378Short term deposits


18,019



64,500Total cash and cash equivalents

$
51,278


$
77,878       NOTE 4 
    ACCOUNTS
    RECEIVABLE, NET    December 31,


December 31,2010


2009Accounts receivable

$
985


$
651Less: Provision for doubtful receivables


(49
)


(49
)Accounts receivables, net

$
936


$
602     Balance at


Charges to





Balance atbeginning of


costs and


Amount


end ofAllowance for doubtful receivables

period


expenses


utilized


periodYear ended December 31, 2010

$
(49
)

$



$



$
(49
)Year ended December 31, 2009

$
(100
)

$
(49
)

$
100


$
(49
)Year ended December 31, 2008

$
(100
)

$



$



$
(100
)      F-15




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  NOTE 5 
    PREPAID
    EXPENSES AND OTHER CURRENT ASSETS    December 31,


December 31,2010


2009Prepaid voyage costs

$
467


$
535Insurance claims


1,893



Other


214



242Total prepaid expenses and other current assets

$
2,574


$
777   NOTE 6 
    VESSELS
    AND OTHER FIXED ASSETS  AccumulatedVessels

Cost


Depreciation


Net Book ValueBalance December 31, 2008

$
318,895


$
(27,555
)

$
291,340Additions

$
23,683



(15,328
)


8,355Balance December 31, 2009

$
342,578


$
(42,883
)

$
299,695Additions


336,147



(23,484
)


312,663Balance December 31, 2010

$
678,725


$
(66,367
)

$
612,358            F-16




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
        NOTE 7 
    INTANGIBLE
    ASSETS AND UNFAVORABLE LEASE TERMS    Transfer to


Net Book ValueAccumulated


vessel


December 31,Cost


Amortization


cost


2010Unfavorable lease terms

$
(8,486
)

$
7,821


$



$
(665
)Favorable lease terms charter-out


191,874



(21,783
)






170,091Favorable lease terms charter-in


3,543



(450
)


(3,093
)


Favorable vessel purchase option


3,667







(3,667
)


Total

$
190,598


$
(14,412
)

$
(6,760
)

$
169,426   Transfer to


Net Book ValueAccumulated


vessel


December 31,Cost


Amortization


cost


2009Unfavorable lease terms

$
(8,486
)

$
5,824


$



$
(2,662
)Favorable lease terms charter-out


35,708



(2,098
)






33,610Favorable lease terms charter-in


3,543



(448
)






3,095Favorable vessel purchase option


3,667











3,667Total

$
34,432


$
3,278


$



$
37,710  F-17




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    Year EndedDecember 31,


December 31,


December 31,2010


2009


2008Unfavorable lease terms

$
1,997


$
1,997


$
1,997Favorable lease terms charter-out


(19,685
)


(2,098
)


Favorable lease terms charter-in


(2
)


(448
)


(1,762
)Total

$
(17,690
)

$
(549
)

$
235     WithinOne


Year


Year


Year


YearDescription

Year


Two


Three


Four


Five


ThereafterFavorable lease terms

$
28,979


$
28,582


$
26,234


$
20,810


$
17,397


$
48,089Unfavorable lease terms


(665
)


















$
28,314


$
28,582


$
26,234


$
20,810


$
17,397


$
48,089                F-18




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
      NOTE 8 
    ACCOUNTS
    PAYABLE    December 31,


December 31,2010


2009Creditors

$
90


$
36Brokers


757



342Insurances


11



Professional and legal fees


218



140Total accounts payable

$
1,076


$
518   NOTE 9 
    ACCRUED
    EXPENSES    December 31,


December 31,2010


2009Accrued voyage expenses

$
767


$
802Accrued loan interest


813



674Accrued legal and professional fees


361



368Total accrued expenses

$
1,941


$
1,844   NOTE 10 
    DEFERRED
    VOYAGE REVENUE   F-19




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  NOTE 11 
    BORROWINGS    December 31,


December 31,2010


2009Credit facility

$
321,500


$
195,000Less current portion


(29,200
)


Total long term borrowings

$
292,300


$
195,000                    F-20




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
      Year

Amount2011

$
29,2002012


34,2002013


29,2002014


34,2002015


29,2002016 and thereafter


165,500$
321,500   NOTE 12 
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS      Cash and cash equivalents:
  Borrowings:
    December 31, 2010


December 31, 2009Book Value


Fair Value


Book Value


Fair ValueCash and cash equivalent

$
51,278


$
51,278


$
77,878


$
77,878Restricted cash


824



824



13,322



13,322Accounts receivables


936



936



602



602Accounts payable


(1,076
)


(1,076
)


(518
)


(518
)Amounts due to related parties


(2,633
)


(2,633
)


(1,964
)


(1,964
)Long-term debt


(321,500
)


(321,500
)


(195,000
)


(195,000
)  F-21




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  NOTE 13 
    ISSUANCE
    OF UNITS           F-22




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
      12-month
         F-23




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
  NOTE 14 
    SEGMENT
    INFORMATION      Revenue
    by Geographic Region
  Year Ended


Year Ended


Year EndedDecember 31, 2010


December 31, 2009


December 31, 2008Europe

$
26,067


$
26,049


$
23,965Asia


99,442



52,768



44,350North America


9,716



5,683



Australia


8,007



8,143



6,767Total

$
143,232


$
92,643


$
75,082     NOTE 15 
    INCOME
    TAXES      NOTE 16 
    COMMITMENTS
    AND CONTINGENCIES   F-24




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    12-month
    Amount2011


9,8642012


9,8912013


9,8642014


6,5942015 and thereafter


1,005$
37,218   NOTE 17 
    LEASES    Amount2011


176,3842012


170,0882013


133,9182014


83,6942015


72,5732016 and thereafter


230,171$
866,828   NOTE 18
    
    TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES  Management fees:
 F-25




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    General & administrative
    expenses:
    Balance due to related parties:
    Vessel Acquisitions:
        12-month
   F-26




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    NOTE 19 
    CASH
    DISTRIBUTIONS AND EARNINGS PER UNIT    
    First, 98% to the holders of common units and 2% to the General
    Partner until each common unit has received a minimum quarterly
    distribution of $0.35 plus any arrearages from previous quarters;
    Second, 98% to the holders of subordinated units and 2% to the
    General Partner until each subordinated unit has received a
    minimum quarterly distribution of $0.35; and
    Third, 98% to all unitholders, pro rata, and 2% to General
    Partner, until each unit has received an aggregate amount of
    $0.4025    Marginal Percentage Interest in DistributionsCommon andTotal Quarterly Distribution

Subordinated

GeneralTarget Amount

Unitholders

PartnerMinimum Quarterly Distribution

$0.35

98%

2%First Target Distribution

up to $0.4025

98%

2%Second Target Distribution

above $0.4025 up to $0.4375

85%

15%Third Target Distribution

above $0.4375 up to $0.525

75%

25%Thereafter

above $0.525

50%

50%        F-27




---



##### 



NAVIOS
    MARITIME PARTNERS L.P.
    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Expressed
    in thousands of U.S. Dollars except unit and per unit amounts)
    Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2010


2009


2008Net income

$
60,511


$
34,322


$
28,758Earnings attributable to:Common unit holders


50,823



25,277



18,873Subordinated unit holders


8,465



8,321



9,270General partner unit holders


1,223



724



615Subordinated Series A unit holders










Weighted average units outstanding (basic and diluted)Common unit holders


33,714,905



17,174,185



12,074,263Subordinated unit holders


7,621,843



7,621,843



7,621,843General partner unit holders


864,017



516,441



401,962Subordinated Series A unit holders


1,000,000



1,000,000



Earnings per unit (basic and diluted):Common unit holders

$
1.51


$
1.47


$
1.56Subordinated unit holders

$
1.11


$
1.09


$
1.22General partner unit holders

$
1.42


$
1.40


$
1.53Earnings per unit  distributed (basic and diluted):Common unit holders

$
1.90


$
1.87


$
1.49Subordinated unit holders

$
1.69


$
1.61


$
1.49General partner unit holders

$
2.50


$
1.91


$
1.55(Loss)/ Earnings per unit - undistributed (basic and diluted):Common unit holders

$
(0.39
)

$
(0.40
)

$
0.07Subordinated unit holders

$
(0.58
)

$
(0.52
)

$
(0.27
)General partner unit holders

$
(1.08
)

$
(0.51
)

$
(0.02
)   NOTE 20 
    SUBSEQUENT
    EVENTS    30-day
 F-28