**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**




**FORM
      10-Q**




x
            Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934




For
                the quarterly period ended June 30,
                2007.




or




o
            Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934 For the transition period from__________  to
                 ___________.




**Commission
      File Number: 001-32685**




**Star
      Maritime Acquisition Corp.**


(Exact
      name of registrant as specified in its charter)


**Delaware**
            
            **20-2873585**(State
                or Other Jurisdiction of
              Incorporation
                or Organization)
            
            (I.R.S.
                Employer
              Identification
                No.)




**103
      Foulk Rd.**




**Wilmington,
      Delaware 19803**


(Address
      of Principal Executive Offices including Zip Code)




**302-656-1950**


(Registrant’s
      Telephone Number, Including Area Code)




Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
      (or for such shorter period that the registrant was required to file such
      reports), and (2) has been subject to such filing requirements for the past
      90
      days. Yes ý  No ð




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange. (Check
      one):




Large
      Accelerated Filer ðo   Accelerated
      Filer x   Non-Accelerated
      Filer ðo




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x  No ðo




There
      were 29,026,924 shares of the Registrant’s common stock issued and outstanding
      as of June 30, 2007.












**Star
      Maritime Acquisition Corp. and Subsidiary**




**Index
      to Form 10-Q**





PagePart
                I.
            Financial
                Information
            3Item
                1. Consolidated Financial Statements (unaudited)
            3Condensed Consolidated
                Balance Sheets as of June 30, 2007 and December 31,
                2006
            3Condensed
                Consolidated Statements of Income
            4Condensed
                Consolidated Statements of Stockholders’ Equity
            5Condensed
                Consolidated Statements of Cash Flows
            6Notes
                to Consolidated Financial Statements
            7Item
                2. Management’s Discussion and Analysis of Financial Condition and Results
                of Operations
            11Item
                3. Quantitative and Qualitative Disclosures About Market
                Risk
            14Item
                4. Controls and Procedures
            14Part
                II.
            Other
                Information
            14Item
                1. Legal Proceedings
            14Item
                1A. Risk Factors
            14Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            21Item
                3. Defaults Upon Senior Securities
            22Item
                4. Submission of Matters to a Vote of Security Holders
            22Item
                5. Other Information
            22Item
                6. Exhibits
            22SIGNATURES
            23




2




**PART
      I - FINANCIAL INFORMATION**




**ITEM
      1 - FINANCIAL STATEMENTS (UNAUDITED)**




**Star
      Maritime Acquisition Corp. and Subsidiary**




(a
      development stage company)




**Condensed
      Consolidated Balance Sheets**




**June
                30,****2007**
            
            **December
                31,****(unaudited)**
            
            **2006****ASSETS****Current
                Assets**Cash
            
            $
            620,400
            
            $
            2,118,141Investments
                in trust account
            
            
            196,084,213
            
            
            192,915,257Prepaid
                expenses and other current assets
            
            
            122,234
            
            
            149,647**Total
                Current Assets**
            
            
            196,826,847
            
            
            195,183,045Property
                and equipment, net
            
            
            5,694
            
            
            3,256**TOTAL
                ASSETS**
            
            **$**
            **196,832,541**
            
            **$**
            **195,186,301****LIABILITIES
                & STOCKHOLDERS' EQUITY****Liabilities**Accounts
                payable & accrued expenses
            
            $
            474,520
            
            $
            603,520Deferred
                Interest on investments
            
            
            3,290,971
            
            
            2,163,057Deferred
                underwriting fees
            
            
            4,000,000
            
            
            4,000,000Income
                taxes payable
            
            
            -
            
            
            206,687**Total
                Liabilities**
            
            
            7,765,491
            
            
            6,973,264Common
                Stock, $.0001 par value, 6,599,999 shares subject to possible redemption,
                at redemption value of $9.80 per share
            
            
            64,679,990
            
            
            64,679,990**Commitments****Stockholders'
                Equity**Preferred
                Stock, $.0001 par value; authorized, 1,000,000 shares; none issued
                or
                outstanding
            
            
            -
            
            
            -Common
                Stock, $.0001 par value, authorized, 100,000,000 shares; 29,026,924
                shares
                issued and outstanding.
            
            
            2,903
            
            
            2,903(including
                6,599,999 shares subject to possible redemption)Additional
                paid in capital
            
            
            120,441,727
            
            
            120,441,727Earnings
                accumulated in the development stage
            
            
            3,942,430
            
            
            3,088,417**Total
                Stockholders' Equity**
            
            
            124,387,060
            
            
            123,533,047**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            **$**
            **196,832,541**
            
            **$**
            **195,186,301**




See
      accompanying notes to unaudited condensed consolidated financial
      statements.


3




**Star
      Maritime Acquisition Corp. and Subsidiary**


(a
      development stage company)




**Condensed
      Consolidated****Statements of Income**





**Three
                Months Ended June 30, 2007 (unaudited)**
            
            **Three
                Months Ended June 30, 2006 (unaudited)**
            
            **Six
                Months Ended June 30, 2007 (unaudited)**
            
            **Six
                Months Ended June 30, 2006 (unaudited)**
            
            **May
                13, 2005 (date of inception) to June 30, 2007
                (unaudited)****Operating
                expenses**Professional
                fees
            
            $
            368,896
            
            $
            107,029
            
            $
            960,390
            
            $
            128,046
            
            $
            1,576,413Insurance
            
            
            22,500
            
            
            37,000
            
            
            48,780
            
            
            63,250
            
            
            165,256Due
                diligence costs
            
            
            33,199
            
            
            45,997
            
            
            76,496
            
            
            57,293
            
            
            339,373Other
            
            
            184,274
            
            
            117,371
            
            
            370,885
            
            
            134,639
            
            
            636,820**Total
                operating expenses**
            
            
            608,869
            
            
            307,397
            
            
            1,456,551
            
            
            383,228
            
            
            2,717,862**Interest
                income**
            
            
            1,187,784
            
            
            1,162,544
            
            
            2,310,564
            
            
            2,157,198
            
            
            6,889,979**Income
                before provision for income taxes**
            
            
            578,915
            
            
            855,147
            
            
            854,013
            
            
            1,773,970
            
            
            4,172,117**Provision
                for income taxes**
            
            
            -
            
            
            122,120
            
            
            -
            
            
            243,326
            
            
            229,687**Net
                income**
            
            $
            578,915
            
            $
            733,027
            
            $
            854,013
            
            $
            1,530,644
            
            $
            3,942,430**Earnings
                per share (basic and diluted)**
            
            $
            0.02
            
            $
            0.03
            
            $
            0.03
            
            $
            0.05
            
            $
            0.17**Weighted
                average shares outstanding - basic and diluted**
            
            
            29,026,924
            
            
            29,026,924
            
            
            29,026,924
            
            
            29,026,924
            
            
            23,328,717




See
      accompanying notes to unaudited condensed consolidated financial
      statements.


4




**Star
      Maritime Acquisition Corp. and Subsidiary**


**(a
      development stage company)**




**Condensed
      Consolidated Statements of Stockholders’ Equity**





EarningsaccumulatedAdditional
            
            in
                the
            
            TotalCommon
                Stock
            
            paid-in
            
            development
            
            stockholders'Shares
            
            Amount
            
            capital
            
            stage
            
            equityMay
                13, 2005 (Inception) to June 30, 2007Stock
                Issuance on May 17, 2005 at $.003 per share
            
            
            9,026,924
            
            $
            903
            
            $
            24,097
            
            $
            -
            
            $
            25,000Private
                placement issued December 15, 2005 at $10 per share
            
            
            1,132,500
            
            
            113
            
            
            11,324,887
            
            
            
            
            
            11,325,000Common
                shares issued December 21, 2005 at $10 per share
            
            
            18,867,500
            
            
            1,887
            
            
            188,673,113
            
            
            
            
            
            188,675,000Expenses
                of offerings
            
            
            
            
            
            
            
            
            (14,900,380
            )
            
            
            
            
            (14,900,380
            )Proceeds
                subject to possible redemption of 6,599,999 shares
            
            
            
            
            
            
            
            
            (64,679,990
            )
            
            
            
            
            (64,679,990
            )Net
                income for the period May 13, 2005 (inception) to December 31,
                2005
            
            
            -
            
            
            -
            
            
            -
            
            
            110,331
            
            
            110,331**Balance,
                December 31, 2005**
            
            
            29,026,924
            
            $
            2,903
            
            $
            120,441,727
            
            $
            110,331
            
            $
            120,554,961Net
                Income for the year ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            2,978,086
            
            
            2,978,086**Balance,
                December 31, 2006**
            
            
            29,026,924
            
            $
            2,903
            
            $
            120,441,727
            
            $
            3,088,417
            
            $
            123,533,047UnauditedNet
                income for the six months ended June 30, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            854,013
            
            
            854,013**Balance,
                June 30, 2007**
            
            
            29,026,924
            
            $
            2,903
            
            $
            120,441,727
            
            $
            3,942,430
            
            $
            124,387,060




See
      accompanying notes to unaudited condensed consolidated financial
      statements.


5




**Star
      Maritime Acquisition Corp. and Subsidiary**


(a
      development stage company)




**Condensed
      Consolidated****Statements of Cash Flows**




**Six
                months ended June 30, 2007 (unaudited)**
            
            **Six
                months ended June 30, 2006 (unaudited)**
            
            **May
                13, 2005 (date of inception) to June 30, 2007
                (unaudited)****Cash
                flows from operating activities:****Net
                Income**
            
            $
            854,013
            
            $
            1,530,644
            
            $
            3,942,430**Adjustments
                to reconcile net income to net cash (used in) provided by operating
                activities:**
            
            
            
            
            
            
            
            
            -Depreciation
            
            
            1,220
            
            
            -
            
            
            1,628Changes
                in operating assets and liabilities:
            
            
            
            
            
            
            
            
            -Increase
                in value of trust account
            
            
            (3,168,956
            )
            
            (2,213,374
            )
            
            (7,409,213
            )Decrease
                ( increase) in prepaid expenses and other current assets
            
            
            27,413
            
            
            18,151
            
            
            (122,234
            )Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (129,000
            )
            
            (226,126
            )
            
            474,520Increase
                in deferred interest
            
            
            1,127,914
            
            
            1,061,703
            
            
            3,290,971Increase
                (decrease) in taxes payable
            
            
            (206,687
            )
            
            267,967
            
            
            -**Net
                cash (used in) provided by operating activities**
            
            
            (1,494,083
            )
            
            438,966
            
            
            178,102**Cash
                flows from investing activites:**Payment
                to trust account
            
            
            -
            
            
            -
            
            
            (188,675,000
            )Capital
                expenditures
            
            
            (3,658
            )
            
            -
            
            
            (7,322
            )**Net
                cash used in investing activities**
            
            
            (3,658
            )
            
            -
            
            
            (188,682,322
            )**Cash
                flows from financing activites:**Gross
                proceeds from public offering
            
            
            -
            
            
            -
            
            
            188,675,000Gross
                proceeds from private placement
            
            
            -
            
            
            -
            
            
            11,325,000Proceeds
                of note payable to stockholder
            
            
            -
            
            
            -
            
            
            590,000Repayment
                of note payable to stockholder
            
            
            -
            
            
            -
            
            
            (590,000
            )Proceeds
                from sale of shares of common stock
            
            
            -
            
            
            -
            
            
            25,000Payment
                of offering costs
            
            
            -
            
            
            -
            
            
            (10,900,380
            )**Net
                cash provided by financing activities**
            
            
            -
            
            
            -
            
            
            189,124,620**Net
                cash (decrease) increase for period**
            
            
            (1,497,741
            )
            
            438,966
            
            
            620,400**Cash
                at beginning of period**
            
            
            2,118,141
            
            
            593,281
            
            
            -**Cash
                at end of period**
            
            **$**
            **620,400**
            
            **$**
            **1,032,247**
            
            **$**
            **620,400****Supplemental
                cash disclosure**Interest
                paid
            
            $
            -
            
            $
            -
            
            $
            9,163**Supplemental
                schedule of non-cash financing activities**Accrual
                of deferred underwriting fees
            
            $
            -
            
            $
            -
            
            $
            4,000,000Accrual
                of offering costs
            
            $
            -
            
            $
            -
            
            $
            -




See
      accompanying notes to unaudited condensed consolidated financial
      statements.


6


**Star
      Maritime Acquisition Corp. and Subsidiary**


(A
      corporation in the development stage )




Notes
      To Condensed Consolidated Financial Statements
      (unaudited)


June
      30, 2007





**NOTE
      A-ORGANIZATION AND BUSINESS OPERATIONS**




Star
      Maritime Acquisition Corp. ("Star”) was incorporated in Delaware on May 13,
      2005. Star was formed to serve as a vehicle for the acquisition through a
      merger, capital stock exchange, asset acquisition, or other similar business
      combination (“Business Combination”) with one or more businesses in the shipping
      industry. The company has not acquired an entity as of June 30, 2007. The
      Company has selected December 31 as its fiscal year end. Star is considered
      to be in the development stage and is subject to the risks associated with
      activities of development stage companies.




On
      December 13, 2006, Star created a wholly-owned subsidiary, Star Bulk Carriers
      Corp. (“Star Bulk”) registered in the Marshall Islands.




The
      accompanying condensed consolidated financial
      statements include the accounts of Star and its wholly owned subsidiary Star
      Bulk (collectively "The Company"). All intercompany accounts and
      transactions have been eliminated in consolidation.




On
      January 12, 2007, the Company, through Star Bulk, agreed to purchase eight
      drybulk carriers (the "Vessels") from certain wholly-owned subsidiaries of
      TMT
      Co., Ltd., a Taiwan corporation (TMT Co., Ltd. and such wholly-owned
      subsidiaries, collectively, "TMT"), pursuant to separate definitive Memoranda
      of
      Agreement by and between the Star Bulk and TMT (collectively, the "MOAs"),
      as
      supplemented by a Supplemental Agreement by and among the Company, Star Bulk
      and
      TMT (the "Supplemental Agreement") and a Master Agreement by and among the
      Company, Star Bulk and TMT (the "Master Agreement" and collectively with the
      MOAs and the Supplemental Agreement, the "Acquisition Agreements") which
      transaction is also referred to as the "Asset Acquisition". As required under
      its Certificate of Incorporation, the Company will hold a special meeting of
      its
      stockholders to vote on the Asset Acquisition and a proposed merger of the
      Company into Star Bulk in which Star Bulk will be the surviving entity (the
      "Redomiciliation Merger" and together with the Asset Acquisition, the "Business
      Combination"). The Redomiciliation Merger shall occur at the time of approval
      by
      the Company's stockholders of the Business Combination. The aggregate purchase
      price for the Vessels is $345.2 million (the “Purchase Price”), consisting of
      $120.7 million payable in 12,537,645 shares of common stock, par value $0.01,
      of
      Star Bulk (the “Stock Consideration”) and $224.5 million in cash (the “Cash
      Consideration”).




On
      February 7, 2007, Star Bulk formed the following wholly-owned subsidiaries
      registered in the Marshall Islands. The share capital of each of the
      subsidiaries consists of 500 authorized and issued shares without par value.
      The
      names of these subsidiaries are Star Alpha Inc, Star Beta Inc, Star Gamma Inc,
      Star Epsilon Inc, Star Iota Inc, Star Theta Inc and Star Bulk Management
      Inc.




Star
      Gamma Inc., a wholly-owned subsidiary of Star Bulk, entered into a time charter
      agreement dated, February 23, 2007, with TMT for the C Duckling ( to be renamed
      the Star Gamma). The charter rate for the Star Gamma will be $28,500 per day
      for
      a term of one year. Star Iota Inc., a wholly-owned subsidiary of Star-Bulk,
      entered into a time charter agreement, dated February 26, 2007, with TMT for
      the
      Mommy Duckling (to be renamed the Star Iota). The charter for the Star Iota
      will
      be $18,000 per day for a term of one year. Each charter will commence as of
      the
      date the vessel is delivered to the purchaser. Pursuant to the Supplemental
      Agreement, these time charters will be null and void if the Redomiciliation
      Merger is not consummated.




On
      March
      14, 2007, the Company entered into an Agreement and Plan of Merger (the “Merger
      Agreement”) with Star Bulk regarding the Redomiciliation Merger, whereby the
      Company will merge with and into Star Bulk, with Star Bulk as the surviving
      corporation.




Subject
      to the terms and conditions of the Merger Agreement, which has been unanimously
      approved by the board of directors of the Company, following the Redomiciliation
      Merger: (i) the separate corporate existence of Star will cease; (ii) each
      share of Star Maritime common stock, par value $0.0001 per share, will be
      converted into the right to receive one share of Star Bulk common stock, par
      value $0.01 per share; and (iii) each outstanding warrant of the Company will
      be
      assumed by Star Bulk with the same terms and restrictions, except that each
      will
      be exercisable for common stock of Star Bulk. As provided in Star’s Certificate
      of Incorporation, holders of Star Maritime common stock have the right to redeem
      their shares for cash if such stockholder votes against the Redomiciliation
      Merger, elects to exercise redemption rights and the Redomiciliation Merger
      is
      approved and completed.




7




The
      Company cannot complete the Redomiciliation Merger unless (1) the holders of
      at
      least a majority of the issued and outstanding shares of Star Maritime entitled
      to vote at the special meeting vote in favor of the Redomiciliation Merger;
      (2)
      holders of at least a majority of the shares issued in the initial public
      offering and private placement vote in favor of the Redomiciliation Merger;
      and
      (3) holders of less than 6,600,000 shares of common stock, such number
      representing 33.0% of the 20,000,000 shares of Star Maritime common stock issued
      in the initial public offering and private placement, vote against the
      Redomiciliation Merger and exercise their redemption rights to have their shares
      redeemed for cash.




Messrs.
      Tsirigakis and Syllantavos, the Company’s senior executive officers, and Messrs.
      Pappas and Erhardt, two of the Company’s directors, have agreed to vote an
      aggregate of 1,132,500 shares, or 3.9% of Star Maritime’s outstanding common
      stock, acquired by them in the private placement and any shares of Star Maritime
      common stock they may acquire in the future in favor of the Redomiciliation
      Merger and thereby waive redemption rights with respect to such shares. All
      of
      the Company’s officers and directors have agreed to vote an aggregate of
      9,026,924 shares, or 31.1% of Star Maritime’s outstanding common stock, issued
      to them prior to the initial public offering and private placement in accordance
      with the vote of the holders of a majority of the shares issued in the initial
      public offering and private placement.




On
      March
      14, 2007, the Company filed with the Securities and Exchange Commission a
      preliminary joint proxy statement/prospectus under cover of Schedule 14A
      relating to the Company’s special meeting of stockholders. The Company expects
      to consummate the Redomiciliation Merger during the third quarter of 2007,
      assuming the requisite stockholder approval is obtained.




The
      financial statements at June 30, 2007 and for the period from May 13, 2005
      (inception) to June 30, 2007 and for the three and six months ended June 30,
      2007 and 2006 are unaudited. In the opinion of management, all adjustments
      (consisting of normal adjustments) have been made that are necessary to present
      fairly the financial position of the Company as of June 30, 2007, the results
      of
      its operations and cash flows for the three and six months ended June 30, 2007
      and June 30, 2006 and for the period May 13, 2005 (inception) through June
      30,
      2007. Operating results for the interim period presented are not necessarily
      indicative of the results to be expected for a full year. The condensed balance
      sheet at December 31, 2006 has been derived from the audited financial
      statements.




The
      accompanying unaudited condensed financial statements should be read in
      conjunction with the audited financial statements for the year ended December
      31, 2006. Certain information and footnote disclosures normally included in
      financial statements prepared in accordance with accounting principles generally
      accepted in the United States of America have been condensed or omitted pursuant
      to the rules and regulations of the Securities and Exchange Commission
      (“SEC”).




The
      registration statement for the Star’s initial public offering (the “Public
      Offering”) was declared effective on December 15, 2005. Star's completed a
      private placement (the “Private Placement”) on such date and received net
      proceeds of $10,532,250. Star consummated the Public Offering on December 21,
      2005 and received net proceeds of $174,567,370. The Company’s management has
      broad discretion with respect to the specific application of the net proceeds
      of
      the Private Placement and the Public Offering (collectively the “Offerings”),
      although substantially all of the net proceeds of the Offerings are intended
      to
      be generally applied toward consummating a business combination. As used herein,
      a “business combination” shall mean the acquisition by the Company of a target
      business.




Of
      the
      proceeds of the Offerings, $188,675,000 is being held in a trust account (“Trust
      Account”) and invested until the earlier of (i) the consummation of the first
      business combination or (ii) the distribution of the Trust Account as described
      below. The amount in the Trust Account includes $3,773,500 of contingent
      underwriting compensation and $226,500 of contingent private placement fees
      (collectively, the “Discount”) which will be paid to the underwriters if a
      business combination is consummated, but which will be forfeited in part if
      public stockholders elect to have their shares redeemed for cash if a business
      combination is consummated. The remaining proceeds may be used to pay for
      business, legal and accounting due diligence on prospective acquisitions and
      continuing general and administrative expenses.




8




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 public stockholders owning 33% or more of the outstanding stock sold in
      the
      Public Offering and Private Placement vote against the business combination
      and
      elect to have the Company redeem their shares for cash, the business combination
      will not be consummated. All of the Company’s stockholders prior to the Public
      Offering, including all of the officers and directors of the Company (“Initial
      Stockholders”), have agreed to vote their 9,026,924 founding shares of common
      stock in accordance with the vote of the majority in interest of all other
      stockholders of the Company with respect to any business combination and to
      vote
      the shares they acquired in the Private Placement or in the aftermarket in
      favor
      of the business combination. After consummation of the Company’s first business
      combination, all of these voting safeguards will no longer be
      applicable.




With
      respect to the first business combination which is approved and consummated,
      any
      holder of shares sold in the Public Offering, other than the Initial
      Stockholders and their nominees (the “Public Stockholders”) who voted against
      the business combination may demand that the Company redeem his or her shares.
      The per share redemption price will equal $10.00 per share, which amount
      represents $9.80 per share plus their pro rata share of any accrued interest
      earned on the trust account (net of taxes payable) not previously distributed
      to
      us and $0.20 per share plus interest thereon (net of taxes payable) of
      contingent underwriting compensation which the underwriters have agreed to
      forfeit to pay redeeming stockholders. Accordingly, Public Stockholders holding
      32.99% of the aggregate number of shares sold in the Proposed Offerings may
      seek
      redemption of their shares in the event of a business combination.




The
      accompanying financial statements have been prepared assuming that The
      Company will continue as a going concern. The Company’s Certificate of
      Incorporation provides for mandatory liquidation of the Company by December
      21,
      2007, without stockholder approval, in the event that the Company does not
      consummate a business combination within 18 months from the date of consummation
      of the Public Offering, or 24 months from the consummation of the Public
      Offering if certain extension criteria have been satisfied. The Initial
      Stockholders have agreed to waive their rights to participate in any liquidation
      distribution occurring upon its failure to consummate a business combination
      with respect to those shares of common stock acquired by them prior to the
      Public Offering and with respect to the shares included in the 1,132,500 units
      purchased in the private placement. In addition, the underwriters have agreed
      to
      waive their rights to the $3,773,500 of contingent compensation and $226,500
      of
      placement fees deposited in the trust account for their benefit. Accordingly,
      in
      the event of liquidation, the public stockholders will receive $10.00 per share
      plus interest (net of taxes payable and that portion of the earned interest
      previously released to the Company). The Company will pay the costs of
      liquidation and dissolution from remaining assets outside of the trust account.
      The financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.




**NOTE
      B-RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS**




In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes-an Interpretation of SFAS No. 109” (“FIN 48”). FIN 48 clarifies the
      accounting for uncertainty in tax positions recognized in a company’s financial
      statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN
      48 prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of the tax position taken or
      expected to be taken in a tax return. The Company adopted FIN 48 effective
      January 1, 2007. The adoption of FIN 48 did not have any impact on the
      accompanying financial statements since we have not identified any uncertain
      tax
      positions as defined by FIN 48.




We
      recognize interest and penalties related to uncertain tax positions in income
      tax expense. The tax years 2005 and 2006 remain open to examination by the
      major
      taxing jurisdictions to which it is subject.




Management
      does not believe that any other recently issued, but not yet effective,
      accounting standards if currently adopted would have a material effect on the
      accompanying financial statements.





9




**NOTE
      C-COMMITMENTS**




On
      October 4, 2006, the Company entered into an agreement with Bongard Shipbrokers
      S.A., or Bongard, for purposes of engaging Bongard in connection with sourcing,
      developing contacts and making referrals for potential target businesses and
      providing evaluations of such potential target businesses. In exchange for
      such
      services, the Company is obligated to pay a fee of $800,000 within thirty days
      of the closing of a business combination transaction. In the event that the
      Company does not consummate a business combination transaction, no fees are
      payable to Bongard pursuant to the agreement.




On
      December 19, 2006, the Company entered into a Sublease and Administrative
      Services Agreement with Blue Diamond Realty, LLC, a Delaware limited liability
      company ("Blue Diamond"). Effective as of December 1, 2006, Blue Diamond agreed
      to sublet offices to the Company located at 103 Foulk Road, Wilmington,
      Delaware. and provide the Company with such office space and equipment,
      including a conference room, as well as administrative support necessary for
      the
      Company's business. The Agreement is effective December 1, 2006 through December
      31, 2007, with an automatic renewal each year for an additional one year period,
      unless either party gives the other party at least 90 days written notice of
      its
      intent to terminate the Agreement. The Company shall pay Blue Diamond annual
      base rent and administrative services fees in the aggregate of $4,000 payable
      on
      January 1 each year.




On
      December 20, 2006, the Company entered into an agreement with Cantor Fitzgerald
      & Co., or CF&Co., for purposes of engaging CF&Co. as financial
      advisor in connection with a possible business combination transaction. Pursuant
      to the agreement, CF & Co. was engaged to provide such services as creating
      financial models, advising on the structure of a possible transaction with
      a
      target business, negotiating agreements on behalf of and in conjunction with
      management and assisting management with the preparation of marketing and
      roadshow materials. In exchange for such services, the Company is obligated
      to
      pay a fee of $1,250,000, plus expenses of up to $60,000, within thirty days
      of
      the closing of a business combination transaction if such transaction is
      consummated by December 31, 2007.




On
      December 22, 2006, the Company entered into an agreement with Maxim Group LLC,
      or Maxim, for purposes of engaging Maxim as co-lead financial advisor in
      connection with a possible business combination transaction. Pursuant to the
      agreement, Maxim was engaged to provide such services as creating financial
      models, advising on the structure of a possible transaction with a target
      business and assisting in the preparation of term sheets or letters of intent.
      In exchange for such services, the Company is obligated to pay a fee of $800,000
      for any business combination transaction consummated during the term of the
      agreement (or within six months of the termination date). The agreement
      terminates on October 31, 2007, unless terminated earlier by either the Company
      or Maxim upon thirty days’ written notice, or extended by mutual
      agreement.




The
      Initial Stockholders have agreed to surrender up to an aggregate of 200,000
      of
      their shares of common stock to the Company for cancellation upon consummation
      of a business combination in the event public stockholders exercise their right
      to have the Company redeem their shares for cash. The number of shares that
      the
      Initial Stockholders will surrender will be determined by calculating the dollar
      amount of the Trust Account (exclusive of interest) paid to redeeming
      stockholders above the amount attributable to such stockholders ($9.23 per
      share) and the Discount ($.20 per share) and dividing it by $10.00 (the value
      attributed to the shares for purposes of this calculation). Accordingly, for
      each 1,000 shares redeemed up to 3,508,772 shares, the Initial Stockholders
      will
      surrender 57 shares for cancellation.




The
      Company has engaged the representative of the underwriters, on a non-exclusive
      basis, as its agent for the solicitation of the exercise of the warrants. To
      the
      extent not inconsistent with the guidelines of the NASD and the rules and
      regulations of the Securities and Exchange Commission, the Company has agreed
      to
      pay the representative for bona fide services rendered a commission equal to
      5%
      of the exercise price for each warrant exercised more than one year after the
      date of the prospectus if the exercise was solicited by the underwriters. In
      addition to soliciting, either orally or in writing, the exercise of the
      warrants, the representative’s services may also include disseminating
      information, either orally or in writing, to warrant holders about the Company
      or the market for the Company’s securities, and assisting in the processing of
      the exercise of the warrants. No compensation will be paid to the representative
      upon the exercise of the warrants if:




·
            the
                market price of the underlying shares of common stock is lower than
                the
                exercise price;




10




·
            the
                holder of the warrants has not confirmed in writing that the
                representative solicited the
                exercise;




·
            the
                warrants are held in a discretionary
                account;




·
            the
                warrants are exercised in an unsolicited transaction;
                or




·
            the
                arrangements to pay the commission are not disclosed in the prospectus
                provided to warrant holders at the time of
                exercise.




**NOTE
      D-RELATED PARTY TRANSACTIONS**




Oceanbulk
      Maritime, S.A., a related party, has paid for certain expenses of behalf of
      the
      Company. The Company's Director Mr. Petros Pappas is Honorary Chairman of
      Oceanbulk Maritime S.A. The Company's Chairman, President and Chief Executive
      Officer, Mr Prokopios (Akis) Tsirigakis as well as its officer Mr. Christo
      Anagnostou are employees of Oceanbulk Maritime S.A.. As of June 30, 2007 the
      Company owed approximately $161,000 to Oceanbulk Maritime S.A., for
      reimbursements of vessel inspection expenses incurred by Oceanbulk
      Maritime S.A. on behalf of the Company as well as for certain support services
      including legal and office support provided by Oceanbulk Maritime S.A. to the
      Company. This amount is included in the Company’s accrued expenses and accounts
      payable section in the accompanying balance sheet.




The
      Company has used the services of Combine Marine S.A. to conduct certain vessel
      inspection services of the fleet of eight dry bulk carriers that Star Bulk
      Carriers has agreed to acquire. On
      May 4, 2007, Star entered into a Management Agreement with Combine
      Marine Inc. ("Combine") under which Combine will provide interim technical
      management and associated services for the vessels in the initial fleet. Such
      services will be provided at a lump-sum fee of $10,000 per vessel for services
      leading to and including taking delivery of each vessel and at a daily fee
      of
      $450 per vessel from the delivery of each vessel onwards during the term of
      the
      agreement. The term of the agreement is for one (1) year from the date of
      delivery of each vessel. Either party may terminate the agreement upon thirty
      days' notice. This agreement will be effective only upon the approval and
      completion of the Business Combination. The Company’s Chairman, President
      and Chief Executive Officer, Mr Prokopios (Akis) Tsirigakis is the Managing
      Director of Combine Marine S.A.




**NOTE
      E****-****INCOME TAXES**




The
      provision for income taxes differs from the statutory federal income tax rate
      of
      34% principally, due to interest income that is not taxable for federal tax
      purposes.





**NOTE
      F - COMMON STOCK RESERVED FOR ISSUANCE**




At
      June
      30, 2007 20,000,000 shares of common stock were reserved for issuance upon
      exercise of redeemable warrants.




**NOTE
      G - PREFERRED STOCK**




The
      Company is authorized to issue 1,000,000 shares of preferred stock with such
      designations, voting, and other rights and preferences, as maybe determined
      from
      time to time by the Board of Directors.




**NOTE
        H - SUBSEQUENT EVENT**
  On
        July 10, 2007, Star Bulk Management Inc., a wholly owned subsidiary of the
        Company, entered into employment agreements with Messrs. P. Tsirigakis
        and G. Syllantavos for work performed within Greece as Chief Executive
        Officer and Chief Financial Officer, respectively. On July 10, 2007 the
        Company also entered into consultancy agreements with companies controlled
        by
        Messrs. P. Tsirigakis and G. Syllantavos, respectively, for
        services rendered outside Greece. These agreements will be effective only
        upon the approval and completion of the Business Combination.


**ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**




**Forward
      Looking Statements**




This
      Annual Report on Form 10-K includes forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
      the negative of such terms or other similar expressions. Factors that might
      cause or contribute to such a discrepancy include, but are not limited to,
      those
      described above under Item 1A “Risk Factors” and in our other Securities and
      Exchange Commission filings. The following discussion should be read in
      conjunction with our Financial Statements and related Notes thereto included
      elsewhere in this report.




11




**Overview**




We
      were
      formed on May 13, 2005 to acquire, through a merger, capital stock exchange,
      asset acquisition or other similar business combination, one or more businesses
      in the shipping industry. Our initial business combination must be with a target
      business or businesses whose fair market value is at least equal to 80% of
      our
      net assets at the time of such acquisition. We intend to utilize cash derived
      from the proceeds of our Initial Public Offering, our capital stock, debt or
      a
      combination of cash, capital stock and debt, in effecting a business
      combination.


If
      Star
      Maritime does not consummate the Redomiciliation Merger or another business
      combination by December 21, 2007, then, pursuant to Article SIXTH of its
      Certificate of Incorporation, Star Maritime’s officers must take all actions
      necessary in accordance with the Delaware General Corporation Law to dissolve
      and liquidate Star Maritime within 60 days of that date. There is substantial
      doubt that Star Maritime will continue as a going concern if the Redomiciliation
      Merger is not approved.




**Critical
      Accounting Policies**




The
      preparation of financial statements in conformity with 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 at the date of the financial statements and the reported amounts
      of
      expenses during the reporting period. Actual results could differ from those
      estimates.




In
      June
      2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
      Income Taxes-an Interpretation of SFAS No. 109” (“FIN 48”). FIN 48 clarifies the
      accounting for uncertainty in tax positions recognized in a company’s financial
      statements in accordance with SFAS No. 109, “Accounting for Income Taxes.” FIN
      48 prescribes a recognition threshold and measurement attribute for the
      financial statement recognition and measurement of the tax position taken or
      expected to be taken in a tax return. The Company adopted FIN 48 effective
      January 1, 2007. The adoption of FIN 48 did not have any impact on the
      accompanying financial statements since we have not identified any uncertain
      tax
      positions as defined by FIN 48.




Management
      does not believe that any other recently issued, but not yet effective,
      accounting standards if currently adopted would have a material effect on the
      accompanying financial statements.




**Results
      of Operations for the three months ended June 30, 2007 and
      2006**




For
      the
      three months ended June 30, 2007 and 2006, we earned net income after taxes
      of
      $578,915 ($1,160,433 before the deduction of $581,518 of net interest
      attributable to common stock subject to redemption) and we earned net income
      after taxes of $733,027 ($1,305,047 before the deduction of $572,020 of net
      interest attributable to common stock subject to redemption, respectively.
      Since
      we did not have any operations, all of our income was derived from interest
      income, most of which was earned on funds held in the Trust Account. Our
      operating expenses for the three months ended June 30, 2007 and 2006 was
      $608,868 and $307,397 respectively and
      consisted primarily of expenses related to pursuing a business combination,
      due
      diligence, insurance costs and legal and accounting professional fees.




**Results
      of Operations for the six months ended June 30, 2007 and
      2006**




For
      the
      six months ended June 30, 2007 and 2006, we earned net income after taxes of
      $854,013 ($1,981,927 before the deduction of $1,127,914 of net interest
      attributable to common stock subject to redemption) and we earned net income
      after taxes of $1,530,644 ($2,592,347 before the deduction of $1,061,703 of
      net
      interest attributable to common stock subject to redemption respectively. Since
      we did not have any operations, all of our income was derived from interest
      income, most of which was earned on funds held in the Trust Account. Our
      operating expenses for the six months ended June 30, 2007 and 2006 was
      $1,456,551and $383,228 respectively and consisted primarily of expenses related
      to pursuing a business combination, due diligence, insurance costs and legal
      and
      accounting professional fees.




12





**Liquidity
      and Capital Resources**





On
      December 15, 2005, we sold 1,132,500 units in the Private Placement to certain
      of our officers and directors. On December 21, 2005, we consummated our Initial
      Public Offering of 18,867,500 units. Each unit in the Private Placement and
      the
      Initial Public Offering consists of one share of common stock and one redeemable
      common stock purchase warrant. Each warrant entitles the holder to purchase
      from
      us one share of our common stock at an exercise price of $8.00. Our common
      stock
      and warrants started trading separately as of February 27, 2006.




The
      net
      proceeds from the sale of our units, after deducting certain offering expenses
      of $10,217,665 including underwriting discounts and commissions and placement
      fees, were $189,807,335. Of this amount, $188,675,000 was placed in the trust
      account, $599,163 was used to repay debt and interest to Mr. Tsirigakis for
      a
      loan used to cover expenses related to the Initial Public Offering and the
      remaining proceeds of $533,172, which after payment of approximately $170,000
      of
      additional financing fees, provided us with approximately $363,172 which was
      deposited and held outside of the trust account to be used to provide for
      business, legal and accounting due diligence on prospective acquisitions and
      continuing general and administrative expenses. The net proceeds deposited
      into
      the trust account remain on deposit in the trust account earning interest.
      As of
      June 30, 2007, there was approximately $196,084,213 held in the trust account,
      of which up to $4,000,000 will be paid to the underwriters if a business
      combination is consummated, but which will be forfeited in part if public
      stockholders elect to have their shares redeemed for cash if a business
      combination is not consummated. We will use substantially all of the net
      proceeds of the Initial Public Offering to acquire a target business, and will
      use the proceeds held outside of the trust account and disbursements of interest
      income to identify and evaluate prospective acquisition candidates, select
      the
      target business, and structure, negotiate and consummate the business
      combination. To the extent that our capital stock is used in whole or in part
      as
      consideration to effect a business combination, the proceeds held in the trust
      account as well as any other net proceeds not expended will be used to finance
      the operations of the target business.




At
      the
      time we seek stockholder approval of our initial business combination, we will
      offer each public stockholder the right to have such stockholder’s shares of
      common stock redeemed for cash if the stockholder votes against the business
      combination and the business combination is approved and completed. The actual
      per-share redemption price will be equal to the amount in the trust account
      (calculated as of two business days prior to the consummation of the proposed
      business combination), inclusive of any interest, net of taxes payable, divided
      by the number of shares sold in the Initial Public Offering . We may effect
      a
      business combination so long as public stockholders owning no more than 32.99%
      of the shares sold in the Initial Public Offering vote against the business
      combination and exercise their redemption rights. In accordance with the terms
      of the Initial Public Offering , 6,599,999 shares of common stock are subject
      to
      possible redemption. Accordingly, at June 30, 2007, $64,679,990 of the net
      proceeds from the Initial Public Offering , has been classified as common stock
      subject to possible redemption in the Company’s balance sheet.




We
      believe we will have sufficient available funds outside of the trust account
      to
      operate through December 21, 2007, assuming that a business combination is
      not
      consummated during that time. We do not believe we will need to raise additional
      funds in order to meet the expenditures required for operating our business.
      However, we may need to raise additional funds through a private offering of
      debt or equity securities, or enter into a financing arrangement if such funds
      are required to consummate a business combination that is presented to us.
      We
      would only consummate such a financing simultaneously with the consummation
      of a
      business combination.




**Off-Balance
      Sheet Arrangements**




Options
      and warrants issued in conjunction with our Initial Public Offering are equity
      linked derivatives and accordingly represent off balance sheet arrangements.
      The
      options and warrants meet the scope exception in paragraph 11(a) of FAS 133
      and
      are accordingly not accounted for as derivatives for purposes of FAS 133, but
      instead are accounted for as equity.




13





**Contractual
      Obligations**




We
      do not
      have any long term debt, capital lease obligations, operating lease obligations,
      purchase obligations or other long term liabilities.




**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**




Market
      risk is the sensitivity of income to changes in interest rates, foreign
      exchanges, commodity prices, equity prices, and other market-driven rates or
      prices. We are not presently engaged in and, if a suitable business target
      is
      not identified by us prior to the prescribed liquidation date of the Trust
      Account, we may not engage in, any substantive commercial business. Accordingly,
      we are not and, until such time as we consummate a business combination, we
      will
      not be, exposed to risks associated with foreign exchange rates, commodity
      prices, equity prices or other market-driven rates or prices. The net proceeds
      of our initial public offering held in the Trust Account have been invested
      only
      in money market funds meeting certain conditions under Rule 2a-7 promulgated
      under the Investment Company Act of 1940. Given our limited risk in our exposure
      to money market funds, we do not view the interest rate risk to be
      significant.




**ITEM
      4. CONTROLS AND PROCEDURES**




An
      evaluation of the effectiveness of our disclosure controls and procedures as
      of
      June 30, 2007 was made under the supervision and with the participation of
      our
      management, including our chief executive officer and chief financial officer.
      Based on that evaluation, they concluded that our disclosure controls and
      procedures are effective as of the end of the period covered by this report
      to
      ensure that information required to be disclosed by us in reports that we file
      or submit under the Securities Exchange Act of 1934 is accumulated and
      communicated to our management (including such officers) as appropriate to
      allow
      timely decisions regarding required disclosure and recorded, processed,
      summarized and reported within the time periods specified in Securities and
      Exchange Commission rules and forms.




During
      the period covered by this Quarterly Report on Form 10-Q, there has been no
      significant change in our internal control over financial reporting that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




None.




**ITEM
      1A. RISK FACTORS**




In
      addition to the other information set forth in this report, you should carefully
      consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in
      our Annual Report on Form 10-K for the year ended December 31, 2006. The risks
      described in our Annual Report on Form 10-K, are not the only risks facing
      our
      Company. Additional risks and uncertainties not currently known to us or that
      we
      currently deem to be immaterial also may materially adversely affect our
      business, financial condition and/or operating results. The following risk
      factors disclose new risks or are material changes from risk factor set forth
      in
      our Annual Report on Form 10-K. Please see the Risk Factor Section of our joint
      proxy statement/prospectus on file with the Securities and Exchange
      Commission.


14
  **Company
        Risk Factors Relating to the Surviving Corporation**
  ***Star
        Bulk's senior executive officers and directors may not be able to organize
        and
        manage a publicly traded operating company adversely affecting the Company's
        overall financial position.***
  None
        of Star Bulk's senior executive officers or directors has previously organized
        and managed a publicly traded operating company, and Star Bulk's senior
        executive officers and directors may not be successful in doing so. The demands
        of organizing and managing a publicly traded operating company are much greater
        as compared to a private or blank check company and some of Star Bulk's senior
        executive officers and directors may not be able to meet those increased
        demands.
  ***If
        any of the eight drybulk carriers in Star Bulk's fleet are not delivered
        on time
        or delivered with significant defects, Star Bulk's proposed business, results
        of
        operations and financial condition could suffer.***
  Star
        Bulk has entered into separate memoranda of agreement with wholly-owned
        subsidiaries of TMT to acquire the eight drybulk carriers in its initial
        fleet.
        On the effective date of the Redomiciliation Merger, at least one of the
        vessels
        in the initial fleet will be delivered to Star Bulk. Star Bulk expects to
        take
        delivery of the remaining vessels within sixty days following the effective
        date
        of the Redomiciliation Merger. A delay in the delivery of any of these vessels
        to Star Bulk or the failure of TMT to deliver a vessel at all could adversely
        affect Star Bulk's business, results of operations and financial condition.
        The
        delivery of these vessels could be delayed or certain events may arise which
        could result in Star Bulk not taking delivery of a vessel, such as a total
        loss
        of a vessel, a constructive loss of a vessel, or substantial damage to a
        vessel
        prior to delivery. In addition, the delivery of any of these vessels with
        substantial defects could have similar consequences.
  ***Servicing
        debt will limit funds available for other purposes, including capital
        expenditures and payment of dividends.***
  Star
        Bulk expects to incur up to $40,000,000 of indebtedness in connection with
        the
        purchase of the vessels in the initial fleet and may also incur additional
        secured debt to finance the acquisition of additional vessels. Star Bulk
        may
        also incur up to an additional $70,000,000 of indebtedness to replace funds
        from
        our Trust Account that have been utilized to cover the cost of redeeming
        stockholders of Star Maritime. Star Bulk may be required to dedicate a portion
        of its cash flow from operations to pay the principal and interest on its
        debt.
        These payments limit funds otherwise available for working capital expenditures
        and other purposes, including payment of dividends. Star Bulk has not yet
        determined whether to purchase additional vessels or incur debt in the near
        future for additional vessel acquisitions. Assuming that no shareholders
        elect
        to redeem, Star Bulk will have available approximately $70,000,000 under
        its
        credit facility to fund future acquisitions. If Star Bulk is unable to service
        its debt, it could have a material adverse effect on Star Bulk's financial
        condition and results of operations.
  ***Poor
        performance of Star Bulk's charters may lead to decreased revenues and a
        reduction in earnings.***
  Star
        Bulk will enter into a time charter with each of Worldlink Shipping Limited
        for
        the *Star
        Alpha* ,
        North
        China Shipping Limited Bahamas for the *Star
        Epsilon* ,
        Essar
        for the *Star
        Delta* ,
        Neptune
        for the *Star
        Zeta* ,
        Hyundai
        for the *Star
        Theta* and TMT
        for the *Star
        Iota* and *Star
        Gamma* .
        Star
        Bulk's revenues may be dependent on the performance of its charterers and,
        as a
        result, defaults by its charterers
        may materially adversely affect Star Bulk's revenues. Star Bulk has not
        independently analyzed the creditworthiness of the charterers, consistent
        with
        industry practice in the drybulk shipping industry.
  ***Star
        Bulk may be unable to attract and retain key management personnel and other
        employees in the shipping industry, which may negatively affect the
        effectiveness of its management and its results of operations.***
  15
 Star
        Bulk's success will depend to a significant extent upon the abilities and
        efforts of its management team. Star Bulk has only two employees, its Chief
        Executive Officer and Chief Financial Officer. Star Bulk's wholly-owned
        subsidiary, Star Bulk Management, plans to hire additional employees following
        the Redomiciliation Merger to perform the day to day management of the vessels
        in the initial fleet. Star Bulk Management does not currently have any
        employees. Star Bulk's success will depend upon its ability to retain key
        members of its management team and the ability of Star Bulk Management to
        recruit and hire suitable employees. The loss of any of these individuals
        could
        adversely affect Star Bulk's business prospects and financial condition.
        Difficulty in hiring and retaining personnel could adversely affect Star
        Bulk's
        results of operations. Star Bulk does not intend to maintain "key man" life
        insurance on any of its officers. Star Bulk Management has entered into
        employment agreements with Mr. Akis Tsirigakis and Mr. George
        Syllantavos, Star Bulk's Chief Executive Officer and Chief Financial Officer,
        respectively, and has adopted an equity incentive plan in order to provide
        the
        board of directors a mechanism for incentivizing key employees in the future.
  ***As
        Star Bulk commences its business, it will need to implement its operations
        and
        financial systems and hire new shoreside staff; if it cannot implement these
        systems or recruit suitable employees, its performance may be adversely
        affected.***
  Star
        Bulk's operating and financial systems may not be adequate as it commences
        operations, and its attempts to implement those systems may be ineffective.
        In
        addition, as Star Bulk expands its fleet, it will have to rely on its
        wholly-owned subsidiary, Star Bulk Management, to recruit shoreside
        administrative and management personnel. Star Bulk Management intends to
        sub-contract crew management, which includes the recruitment of seafarers,
        to
        third-party technical management companies. On-shore personnel will be recruited
        by Star Bulk Management through referrals from other shipping companies and
        traditional methods of securing personnel, such as placing classified
        advertisements in shipping industry periodicals. Star Bulk Management may
        not be
        able to continue to hire suitable employees as Star Bulk expands its fleet.
        If
        Star Bulk Management's unaffiliated crewing agent encounters business or
        financial difficulties, Star Bulk may not be able to adequately staff its
        vessels. If Star Bulk is unable to operate its financial and operations systems
        effectively or to recruit suitable employees, its performance may be materially
        adversely affected.
  ***Purchasing
        and operating secondhand vessels may result in increased operating costs
        and
        vessel off-hire, which could adversely affect Star Bulk's earnings.***
  Star
        Bulk's inspection of secondhand vessels prior to purchase does not provide
        it
        with the same knowledge about their condition and cost of any required or
        anticipated repairs that it would have had if these vessels had been built
        for
        and operated exclusively by Star Bulk. Generally, Star Bulk will not receive
        the
        benefit of warranties on secondhand vessels.
  In
        general, the costs to maintain a vessel in good operating condition increase
        with the age of the vessel. Older vessels are typically less fuel efficient
        and
        more costly to maintain than more recently constructed vessels. Cargo insurance
        rates increase with the age of a vessel, making older vessels less desirable
        to
        charterers.
  Governmental
        regulations, safety or other equipment standards related to the age of vessels
        may require expenditures for alterations, or the addition of new equipment,
        to
        Star Bulk's vessels and may restrict the type of activities in which the
        vessels
        may engage. As Star Bulk's vessels age, market conditions may not justify
        those
        expenditures or enable Star Bulk to operate its vessels profitably during
        the
        remainder of their useful lives.
  Star
        Bulk has inspected the vessels that it will acquire from TMT, has considered
        the
        age and condition of the vessels in budgeting for operating, insurance and
        maintenance costs, and that if Star Bulk acquires additional second hand
        vessels
        in the future, it may encounter higher operating and maintenance costs due
        to
        the age and condition of those additional vessels.
  ***Star
        Bulk is incorporated under the laws of the Marshall Islands and its directors
        and officers are non-U.S. residents, and although you may bring an original
        action in the courts of the Marshall Islands or obtain a judgment against
        Star
        Bulk, its directors or its management based on U.S. laws in the event you
        believe your rights as a shareholder have been infringed, it may be difficult
        to
        enforce judgments against Star Bulk, its directors or its management.***
  16
  Star
        Bulk is incorporated under the laws of the Republic of the Marshall Islands,
        and
        all of its assets are located outside of the United States. Star Bulk's business
        will be operated primarily from its offices in Athens, Greece. In addition,
        Star
        Bulk's directors and officers, following the Redomiciliation Merger, will
        be
        non-residents of the United States, and all or a substantial portion of the
        assets of these non-residents are located outside the United States. As a
        result, it may be difficult or impossible for you to bring an action against
        Star Bulk or against these individuals in the United States if you believe
        that
        your rights have been infringed under securities laws or otherwise. Even
        if you
        are successful in bringing an action of this kind, the laws of the Marshall
        Islands and of other jurisdictions may prevent or restrict you from enforcing
        a
        judgment against Star Bulk's assets or the assets of its directors and officers.
        Although you may bring an original action against Star Bulk, its affiliates
        or
        any expert named in this prospectus in the courts of the Marshall Islands
        based
        on U.S. laws, and the courts of the Marshall Islands may impose civil liability,
        including monetary damages, against Star Bulk, its affiliates or any expert
        named in this prospectus for a cause of action arising under Marshall Islands law,
        it
        may impracticable for you to do so given the geographic location of the Marshall
        Islands. For more information regarding the relevant laws of the Marshall
        Islands, please read "Enforceability of Civil Liabilities."
  ***There
        is a risk that Star Bulk could be treated as a U.S. domestic corporation
        for
        U.S. federal income tax purposes after the Redomiciliation Merger which would
        adversely affect its earnings.***
  In
        the opinion of Seward & Kissel LLP tax counsel to Star Bulk,
        section 7874(b) of the Code provides that, unless certain requirements are
        satisfied, a corporation organized outside the United States which acquires
        substantially all of the assets of a corporation organized in the United
        States
        will be treated as a U.S. domestic corporation for U.S. federal income tax
        purposes if shareholders of the U.S. corporation whose assets are being acquired
        own at least 80% of the non-U.S. acquiring corporation after the acquisition.
        If
        Section 7874(b) of the Code were to apply to Star Maritime and the
        Redomiciliation Merger, then, among other consequences, Star Bulk, as the
        surviving entity of the Redomiciliation Merger, would be subject to U.S.
        federal
        income tax as a U.S. domestic corporation on its worldwide income after the
        Redomiciliation Merger. The Redomiciliation Merger has been structured so
        that
        upon completion of the Redomiciliation Merger and the concurrent issuance
        of
        stock to TMT is under the Acquisition Agreements, the stockholders of Star
        Maritime will own less than 80% of Star Bulk and therefore, Star Bulk should
        not
        be subject to Section 7874(b) of the Code after the Redomiciliation Merger.
        Star Maritime has obtained an opinion of its counsel, Seward & Kissel,
        LLP, that Section 7874(b) should not apply to the Redomiciliation Merger.
        However, Star Maritime has not sought a ruling from the U.S. Internal Revenue
        Service, or the IRS, on this point. Therefore, there is no assurance that
        the
        IRS would not seek to assert that Star Bulk is subject to U.S. federal income
        tax on its worldwide income after the Redomiciliation Merger although Star
        Maritime believes that such an assertion should not be successful.
  ***Star
        Bulk may have to pay tax on United States source income, which would reduce
        its
        earnings.***
  In
        the opinion of Seward & Kissel LLP tax counsel to Star Bulk, under the Code,
        50% of the gross shipping income of a vessel owning or chartering corporation,
        such as Star Bulk and its subsidiaries, that is attributable to transportation
        that begins or ends, but that does not both begin and end, in the United
        States
        is characterized as U.S. source shipping income and such income is subject
        to a
        4% U.S. federal income tax without allowance for deduction, unless that
        corporation qualifies for exemption from tax under Section 883 of the Code
        and the Treasury regulations promulgated thereunder.
  Star
        Bulk expects that it and each of its subsidiaries will qualify for this
        statutory tax exemption and Star Bulk will take this position for U.S. federal
        income tax return reporting purposes. However, there are factual circumstances
        beyond our control that could cause Star Bulk to lose the benefit of this
        tax
        exemption and thereby become subject to U.S. federal income tax on Star Bulk's
        U.S. source income.
  If
        Star Bulk or its subsidiaries are not entitled to this exemption under
        Section 883 for any taxable year, Star Bulk or its subsidiaries would be
        subject for those years to a 4% U.S. federal income tax on its U.S.-source
        shipping income. The imposition of this taxation could have a negative effect
        on
        Star Bulk's business and would result in decreased earnings.
  17
 ***U.S.
        tax authorities could treat Star Bulk as a "passive foreign investment company,"
        which could have adverse U.S. federal income tax consequences to U.S. holders.***
  In
        the opinion of Seward & Kissel LLP tax counsel to Star Bulk, a foreign
        corporation will be treated as a "passive foreign investment company," or
        PFIC,
        for U.S. federal income tax purposes if either (1) at least 75% of its
        gross income for any taxable year consists of certain types of "passive income"
        or (2) at least 50% of the average value of the corporation's assets
        produce or are held for the
        production of those types of "passive income." For purposes of these tests,
        "passive income" includes dividends, interest, and gains from the sale or
        exchange of investment property and rents and royalties other than rents
        and
        royalties which are received from unrelated parties in connection with the
        active conduct of a trade or business. For purposes of these tests, income
        derived from the performance of services does not constitute "passive income."
        U.S. shareholders of a PFIC may be subject to a disadvantageous U.S. federal
        income tax regime with respect to the income derived by the PFIC, the
        distributions they receive from the PFIC and the gain, if any, they derive
        from
        the sale or other disposition of their shares in the PFIC.
  Based
        on Star Bulk's proposed method of operation, Star Bulk does not believe that
        it
        will be a PFIC with respect to any taxable year. In this regard, Star Bulk
        intends to treat the gross income it will derive or will be deemed to derive
        from its time chartering activities as services income, rather than rental
        income. Accordingly, Star Bulk believes that its income from its time chartering
        activities will not constitute "passive income," and the assets that it will
        own
        and operate in connection with the production of that income will not constitute
        passive assets.
  There
        is, however, no direct legal authority under the PFIC rules addressing Star
        Bulk's proposed method of operation. Accordingly, no assurance can be given
        that
        the U.S. Internal Revenue Service, or the IRS, or a court of law will accept
        Star Bulk's position, and there is a risk that the IRS or a court of law
        could
        determine that Star Bulk is a PFIC. Moreover, no assurance can be given that
        Star Bulk would not constitute a PFIC for any future taxable year if there
        were
        to be changes in the nature and extent of its operations.
  If
        the IRS were to find that Star Bulk is or has been a PFIC for any taxable
        year,
        its U.S. shareholders will face adverse U.S. tax consequences. Under the
        PFIC
        rules, unless those shareholders make an election available under the Code
        (which election could itself have adverse consequences for such shareholders),
        such shareholders would be liable to pay U.S. federal income tax at the then
        highest income tax rates on ordinary income plus interest upon excess
        distributions and upon any gain from the disposition of Star Bulk's common
        shares, as if the excess distribution or gain had been recognized ratably
        over
        the shareholder's holding period of Star Bulk's common shares.
  ***Investors
        should not rely on an investment in Star Bulk if they require dividend income.
        It is not certain that Star Bulk will pay a dividend and the only return
        on an
        investment in Star Bulk may come from appreciation of the common stock.***
  Star
        Bulk's intention is to pay quarterly dividends as described in "Star Bulk's
        Dividend Policy." However, Star Bulk may incur other expenses or liabilities
        that would reduce or eliminate the cash available for distribution as dividends.
        Star Bulk's loan agreements, including the credit facility agreement that
        Star
        Bulk expects to enter into, may also prohibit or restrict the declaration
        and
        payment of dividends under some circumstances.
  In
        addition, the declaration and payment of dividends will be subject at all
        times
        to the discretion of Star Bulk's board of directors. The timing and amount
        of
        dividends will depend on Star Bulk's earnings, financial condition, cash
        requirements and availability, fleet renewal and expansion, restrictions
        in its
        loan agreements, the provisions of Marshall Islands law affecting the payment
        of
        dividends and other factors. Marshall Islands law generally prohibits the
        payment of dividends other than from surplus or while a company is insolvent
        or
        would be rendered insolvent upon the payment of such dividends, or if there
        is
        no surplus, dividends may be declared or paid out of net profits for the
        fiscal
        year in which the dividend is declared and for the preceding fiscal year.
        Star
        Bulk may not pay dividends in the anticipated amounts and frequency set forth
        in
        this joint proxy statement/prospectus or at all.
  18
 ***Registration
        rights held by Star Maritime's stockholders who purchased shares prior to
        the
        initial public offering may have an adverse effect on the market price of
        Star
        Bulk's common stock.***
  Star
        Maritime's initial stockholders who purchased common stock prior to the initial
        public offering are entitled to demand that Star Bulk register the resale
        of
        their shares at any time after they are released from escrow which, except
        in
        limited circumstances, will not be before December 21, 2008. If such
        stockholders exercise their registration rights with respect to all of their
        shares, there will be an additional 9,026,924 shares of common stock eligible
        for trading in the public market. In addition, certain of Star Maritime's
        officers and directors who purchased units in Star Maritime's private placement
        in December 2005 are entitled to demand the registration of the securities
        underlying the 1,132,500 units at any time after Star Maritime announces
        that it
        has entered into a letter of intent, an agreement in principle or a definitive
        agreement in connection with a business combination. Star Maritime announced
        Star Bulk's entry into the Acquisition Agreements on January 17, 2007. If
        all of these stockholders exercise their registration rights with respect
        to all
        of their shares of common stock, there will be an additional 1,132,500 shares
        of
        common stock eligible for trading in the public market. The presence of these
        additional shares may have an adverse effect on the market price of Star
        Bulk's
        common stock.
  ***We
        depend on officers who may engage in other business activities in the
        international shipping industry which may create conflicts of interest.***
  Prokopios
        Tsirigakis, Star Bulk's Chief Executive Officer and a member of its board
        of
        directors, and George Syllantavos, Star Bulk's Chief Financial Officer,
        Secretary and member of its board of directors intend to participate in business
        activities not associated with Star Bulk. As a result, Mr. Tsirigakis and
        Mr. Syllantavos may devote less time to Star Bulk than if they were not
        engaged in other business activities and may owe fiduciary duties to the
        shareholders of both Star Bulk as well as shareholders of other companies
        which
        they may be affiliated, which may create conflicts of interest in matters
        involving or affecting Star Bulk and its customers. It is not certain that
        any
        of these conflicts of interest will be resolved in Star Bulk's favor.
  ***Star
        Maritime's directors and executive officers have interests in the
        Redomiciliation Merger that are different from yours.***
  In
        considering the recommendation of Star Maritime's directors to vote to approve
        the Redomiciliation Merger, you should be aware that they have agreements
        or
        arrangements that provide them with interests in the Redomiciliation Merger
        that
        differ from, or are in addition to, those of Star Maritime stockholders
        generally. If the Redomiciliation Merger is not approved, Star Maritime will
        be
        liquidated and we will distribute to all of the holders of our shares issued
        in
        our initial public offering in proportion to their respective equity interests,
        an aggregate amount equal to funds on deposit in the Trust Account, including
        any interest (net of any taxes payable) not previously released to us, plus
        any
        remaining net assets. If we fail to consummate a business combination
        transaction, our officers and directors have waived their respective rights
        to
        participate in any liquidation distribution with respect to the 9,026,924
        shares
        of common stock issued to them prior to our initial public offering and with
        respect to the 1,132,500 shares of common stock acquired by certain of our
        officers and directors in the private placement and we would not distribute
        funds from the Trust Account with respect to the Star Maritime warrants,
        which
        would expire. The personal and financial interests of the members of our
        board
        of directors and executive officers may have influenced their motivation
        in
        identifying and selecting a target business and completing a business
        combination timely. Consequently, their discretion in identifying and selecting
        a suitable target business may result in a conflict of interest when determining
        whether the terms, conditions and timing of a particular business combination
        are appropriate and in Star Maritime's stockholders' best interest.
  19
 **Company
        Risk Factors Relating to Star Maritime Acquisition Corp.**
  ***If
        third parties bring claims against Star Maritime, the proceeds held in trust
        could be reduced which would result in a per-share liquidation value receivable
        by Star Maritime's public stockholders from the Trust Account as part of
        its
        plan of dissolution and liquidation that is less than $10.00.***
  Star
        Maritime's placing of funds in trust may not protect those funds from third
        party claims against it. Star Maritime has not procured waivers from any
        creditors or prospective target businesses, and if the Redomiciliation Merger
        is
        not effected, the material creditors of Star Maritime would consist of its
        legal
        advisors, accountants, and service providers in connection with the
        Redomiciliation Merger, such as experts and printers. As of July 16, 2007,
        there are no creditor claims against Star Maritime.
  Accordingly,
        the proceeds held in trust could be subject to claims that could take priority
        over the claims of Star Maritime's public stockholders, which would result
        in a
        per-share liquidation value receivable by Star Maritime's public stockholders
        from funds held in the Trust Account that is less than $10.00.
  In
        connection with our initial public offering, our initial stockholders each
        entered into a letter agreement whereby our initial stockholders agreed to
        indemnify Star Maritime against any loss, liability, claims, damage and expense
        whatsoever (including, but not limited to, any and all legal and other expenses
        reasonably incurred in investigating, preparing or defending against any
        litigation, whether pending or threatened, or any claim whatsoever) which
        the
        Star Maritime may become subject as a result of any claim by any vendor that
        is
        owed money by Star Maritime for services rendered or products sold but only
        to
        the extent necessary to ensure that such loss, liability, claim, damage or
        expense does not reduce the amount in the Trust Account. Pursuant to this
        letter
        agreement, Star Maritime may seek indemnity from the initial stockholders
        to the
        extent amounts in the Trust Account are not sufficient to fund the Star
        Maritime's liabilities and expenses. Star Maritime, Star Bulk and both of
        their
        boards of directors may be obligated to seek enforcement of the letter
        agreements to ensure against reductions in the Trust Account.
  In
        the event that Star Maritime's board recommends and its stockholders approve
        a
        plan of dissolution and liquidation where it is subsequently determined that
        the
        reserve for claims and liabilities is insufficient, stockholders who received
        a
        return of funds from the Trust Account as part of the liquidation could be
        liable for claims made by creditors.
  Additionally,
        if Star Maritime is forced to file a bankruptcy case or an involuntary
        bankruptcy case is filed against it which is not dismissed, the funds held
        in
        the Trust Account may be subject to applicable bankruptcy law, and may be
        included in Star Maritime's bankruptcy estate and subject to the claims of
        third
        parties with priority over the claims of Star Maritime's stockholders. Star
        Maritime's stockholders could also be required to return any distributions
        received by them in dissolution as a preference or under other avoidance
        or
        recovery theories under applicable bankruptcy law. To the extent any bankruptcy
        claims deplete the Trust Account, Star Maritime may not be able to return
        the
        liquidation amounts due to its public stockholders.
  ***If
        the Redomiciliation Merger or another business combination is not approved
        by
        Star Maritime's stockholders by December 21, 2007, then the funds in the
        Trust Account may only be distributed upon Star Maritime's dissolution and
        therefore, payments from the Trust Account to public stockholders may be
        delayed.***
  If
        the Redomiciliation Merger or another business combination is not approved
        by
        Star Maritime's stockholders by December 21, 2007, then the funds held in
        the Trust Account may not be distributed except upon Star Maritime's
        dissolution. Unless and until stockholder approval to dissolve Star Maritime
        is
        obtained from Star Maritime's stockholders, the funds held in the Trust Account
        will not be released. Consequently, holders of a majority of Star Maritime's
        outstanding stock must approve the dissolution in order to receive the funds
        held in the Trust Account and the funds will not be available for any other
        corporate purpose. The procedures required for Star Maritime to liquidate
        under
        the Delaware General Corporation Law, or a vote to reject any plan of
        dissolution and distribution by its stockholders, may result in substantial
        delays in the liquidation of the Trust Account to Star Maritime's public
        stockholders as part of its plan of dissolution and distribution.
  20
 Star
        Maritime currently believes that any plan of dissolution and liquidation
        subsequent to December 21, 2007 would proceed in approximately the
        following manner:
  •  Star
        Maritime's directors would, consistent with Delaware law and the obligations
        described in its amended and restated certificate of incorporation to dissolve,
        prior to the passing of the December 21, 2007 deadline, convene and adopt a
        specific plan of dissolution and liquidation, which it would then vote to
        recommend to its stockholders; at such time it would also cause to be prepared
        a
        preliminary proxy statement setting out such plan of dissolution and liquidation
        as well as the board's recommendation of such plan;
  •  upon
        such
        deadline, it would file a preliminary proxy statement with the Securities
        and Exchange Commission;
  •if
        the
        Securities and Exchange Commission does not review the preliminary proxy
        statement, then, approximately 10 days following the passing of such
        deadline, it would mail the proxy statements to its stockholders, and
        approximately 30 days following the passing of such deadline it would
        convene a meeting of stockholders, at which they would either approve or
        reject
        the plan of dissolution and liquidation; and
  •  if
        the
        Securities and Exchange Commission does review the preliminary proxy statement,
        Star Maritime currently estimates that it would receive their comments
        approximately 30 days following the passing of such deadline. Star Maritime
        would mail the proxy statements to stockholders following the conclusion
        of the
        comment and review process (the length of which cannot be predicted with
        any
        certainty, and which may be substantial) and it would convene a meeting of
        its
        stockholders at which they would either approve or reject the plan of
        dissolution and liquidation.
  Pursuant
        to the terms of its certificate of incorporation, Star Maritime's powers
        following the expiration of the permitted time periods for consummating a
        business combination would automatically thereafter be limited to acts and
        activities relating to dissolving and winding up affairs, including liquidation.
        The funds held in the Trust Account may not be distributed except upon
        dissolution and, unless and until such approval is obtained from stockholders,
        the funds held in the Trust Account would not be released. Consequently,
        holders
        of a majority of Star Maritime's outstanding stock must approve the dissolution
        in order to receive the funds held in the Trust Account and the funds would
        not
        be available for any other corporate purpose.
  The
        procedures required for Star Maritime to liquidate under the Delaware law,
        or a
        vote to reject any plan of dissolution and liquidation by Star Maritime's
        stockholders, may result in substantial delays in the liquidation of the
        Trust
        Account to Star Maritime's public stockholders as part of the plan of
        dissolution and liquidation.
  **Industry
        Risk Factors Relating to Star Bulk**
  ***Because
        Star Bulk will operate its vessels worldwide, terrorism and other events
        outside
        Star Bulk's control may negatively affect its operations and financial
        condition.***
  Because
        Star Bulk will operate its vessels worldwide, terrorist attacks such as the
        attacks on the United States on September 11, 2001, the bombings in Spain
        on March 11, 2004 and in London on July 7, 2005, and the continuing
        response of the United States to these attacks, as well as the threat of
        future
        terrorist attacks, continue to cause uncertainty in the world financial markets
        and may affect Star Bulk's business, results of operations and financial
        condition. The continuing conflict in Iraq may lead to additional acts of
        terrorism and armed conflict around the world, which may contribute to further
        economic instability in the global financial markets. These uncertainties
        could
        also have a material adverse effect on Star Bulk's ability to obtain additional
        financing on terms acceptable to it or at all. In the past, political conflicts
        have also resulted in attacks on vessels, mining of waterways and other efforts
        to disrupt international shipping, particularly in the Arabian Gulf region.
        Acts
        of terrorism and piracy have also affected vessels trading in regions such
        as
        the South China Sea. Any of these occurrences could have a material adverse
        impact on our operating results, revenues and costs.
  Terrorist
        attacks may also negatively affect Star Bulk's operations and financial
        condition and directly impact its vessels or its customers. Future terrorist
        attacks could result in increased volatility of the financial markets in
        the
        United States and globally and could result in an economic recession in the
        United States or the world. Any of these occurrences could have a material
        adverse impact on Star Bulk's financial condition and costs.




**ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
      PROCEEDS**




On
      December 21, 2005, we consummated our initial public offering of 18,867,500
      units. Each unit consists of one share of common stock and one warrant. Each
      warrant entitles the holder to purchase from us one share of our common stock
      at
      an exercise price of $8.00. The units were sold at an offering price of $10.00
      per unit, generating total gross proceeds of $188,675,000. The securities sold
      in the offering were registered under the Securities Act of 1933 on a
      registration statement on Form S-1 (No. 333-125662). The Securities and Exchange
      Commission declared the registration statement effective on December 15, 2005.
      The net proceeds from the sale of our common stock will be used to acquire,
      through a merger, capital stock exchange, asset acquisition or similar business
      combination, one or more “target businesses” in the shipping industry. A “target
      business” includes one or more entities with agreements to acquire vessels or an
      operating business in the shipping industry.




21




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**




None.




**ITEM
      5. OTHER INFORMATION**




None.




**ITEM
      6. EXHIBITS**


Exhibit
                No.
            
            Description31.1
            
            Certification
                of the Chief Executive Officer (Principal Executive Officer) pursuant
                to
                Rule 13a-14(a) of the Securities Exchange Act, as
                amended.31.2
            
            Certification
                of the Chief Financial Officer and (Principal Financial Officer)
                pursuant
                to Rule 13a-14(a) of the Securities Exchange Act, as
                amended.32.1
            
            Certification
                of the Chief Executive Officer (Principal Executive Officer) and
                Chief
                Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C.
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.




22




**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.


STAR
              MARITIME ACQUISITION CORP.August
                8, 2007
            By:
            /s/
                Prokopios (Akis) TsirigakisProkopios
                (Akis) TsirigakisChairman,
                Chief Executive Officer and President(Principal Executive
                Officer)By:
            /s/
                George SyllantavosGeorge
                Syllantavos
              Chief
                Financial Officer (Principal Financial
                Officer)




23