*Table
          of Contents*





**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 September 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
o




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 o ð   Accelerated
      Filer ý   Non-Accelerated
      Filer o




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




There
      were 29,026,924 shares of the Registrant’s common stock issued and outstanding
      as of November 5, 2007.







*Table
        of Contents*




**Star
      Maritime Acquisition Corp. and Subsidiary**




**Index
      to Form 10-Q**





PagePart
                I.
            Financial
                InformationItem
                1. Consolidated Financial Statements
                (unaudited)
            3Condensed
                Consolidated Balance Sheet
            3Condensed
                Consolidated Statements of
                Income
            4Condensed
                Consolidated Statements of Stockholders’
                Equity
            5Condensed
                Consolidated Statements of Cash
                Flows
            6Notes
                to Financial Statements
            7Item
                2. Management’s Discussion and Analysis of Financial Condition andResults
                of Operations
            13Item
                3. Quantitative and Qualitative Disclosures About
                Market Risk
            15Item
                4. Controls and Procedures
            15Part
                II.
            Other
                InformationItem
                1. Legal Proceedings
            16Item
                1A. Risk Factors
            16Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            19Item
                3. Defaults Upon Senior Securities
            19Item
                4. Submission of Matters to a Vote of Security
                Holders
            19Item
                5. Other Information
            19Item
                6. Exhibits
            20SIGNATURES
            21




-2-
 *Table
          of Contents*




**PART
      I - FINANCIAL INFORMATION**




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




**Star** **Maritime
      Acquisition Corp. and Subsidiary**


(a
      development stage company)


**Condensed
      Consolidated Balance Sheets**




**September
                30,**
            
            **December
                31,****2007**
            
            **2006****(unaudited)****ASSETS****Current
              Assets**Cash
            
            $
            290,597
            
            $
            2,118,141Investments
                in trust account
            
            
            197,859,466
            
            
            192,915,257Prepaid
                expenses and other current assets
            
            
            118,401
            
            
            149,647Deferred
                costs
            
            
            785,071
            
            
            -**Total
                Current Assets**
            
            
            199,053,535
            
            
            195,183,045Property
                and equipment, net
            
            
            12,516
            
            
            3,256**TOTAL
                ASSETS**
            
            **$**
            **199,066,051**
            
            **$**
            **195,186,301****LIABILITIES
                & STOCKHOLDERS' EQUITY****Liabilities**Accounts
                payable & accrued expenses
            
            $
            1,179,633
            
            $
            603,520Deferred
                Interest on investments
            
            
            3,876,627
            
            
            2,163,057Deferred
                underwriting fees
            
            
            4,000,000
            
            
            4,000,000Income
                taxes payable
            
            
            -
            
            
            206,687**Total
                Liabilities**
            
            
            9,056,260
            
            
            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
            
            
            4,885,171
            
            
            3,088,417**Total
                Stockholders' Equity**
            
            
            125,329,801
            
            
            123,533,047**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            **$**
            **199,066,051**
            
            **$**
            **195,186,301**


See
      accompanying notes to unaudited condensed consolidated financial
      statements.


-3-
 *Table
          of Contents*




**Star
      Maritime Acquisition Corp. and Subsidiary**


(a
      development stage company)


**Condensed
      Consolidated Statements of Income**


**Three
                    Months Ended**
                  **September
                    30,**
                  **2007**
                  **(unaudited)**
                
                **Three
                    Months Ended**
                  **September
                    30,**
                  **2006**
                  **(unaudited)**
                
                **Nine
                    Months**
                  **Ended**
                  **September
                    30,**
                  **2007**
                  **(unaudited)**
                
                **Nine
                    Months**
                  **Ended**
                  **September
                    30,**
                  **2006**
                  **(unaudited)**
                
                **May
                    13, 2005**
                  **(date
                    of inception)**
                  **to**
                  **September
                    30,**
                  **2007**
                  **(unaudited)**Operating
                    expensesProfessional
                    fees
                
                $
                75,531
                
                $
                203,908
                
                $
                1,035,921
                
                $
                331,954
                
                $
                1,651,944Insurance
                
                
                81,157
                
                
                26,250
                
                
                129,937
                
                
                89,500
                
                
                246,413Due
                    diligence costs
                
                
                6,294
                
                
                8,141
                
                
                82,790
                
                
                65,434
                
                
                345,667Other
                
                
                86,574
                
                
                36,230
                
                
                457,459
                
                
                170,869
                
                
                723,394Total
                    operating expenses
                
                
                249,556
                
                
                274,529
                
                
                1,706,107
                
                
                657,757
                
                
                2,967,418Interest
                    income
                
                
                1,192,297
                
                
                1,117,933
                
                
                3,502,861
                
                
                3,275,131
                
                
                8,082,276Income
                    before provision for income taxes
                
                
                942,741
                
                
                843,404
                
                
                1,796,754
                
                
                2,617,374
                
                
                5,114,858Provision
                    for income taxes
                
                
                -
                
                
                13,400
                
                
                -
                
                
                256,726
                
                
                229,687Net
                    income
                
                $
                942,741
                
                $
                830,004
                
                $
                1,796,754
                
                $
                2,360,648
                
                $
                4,885,171Earnings
                    per share (basic and diluted)
                
                $
                0.03
                
                $
                0.03
                
                $
                0.06
                
                $
                0.08
                
                $
                0.20Weighted
                    average shares outstanding - basic and diluted
                
                
                29,026,924
                
                
                29,026,924
                
                
                29,026,924
                
                
                29,026,924
                
                
                23,931,286
 See
          accompanying notes to unaudited condensed consolidated financial
          statements.


-4-
 *Table
          of Contents*




**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 September 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 nine months ended September 30, 2007
            
            
            -
            
            
            -
            
            
            -
            
            
            1,796,754
            
            
            1,796,754**Balance,
                September 30, 2007**
            
            
            29,026,924
            
            $
            2,903
            
            $
            120,441,727
            
            $
            4,885,171
            
            $
            125,329,801


See
      accompanying notes to unaudited condensed consolidated financial
      statements.


-5-
 *Table
          of Contents*




**Star
      Maritime Acquisition Corp. and Subsidiary**


(a
      development stage company)


**Condensed
      Consolidated Statements of Cash
      Flows**




**Nine
                months ended September 30, 2007 (unaudited)**
            
            **Nine
                months ended September 30, 2006 (unaudited)**
            
            **May
                13, 2005 (date of inception) to September 30, 2007
                (unaudited)****Cash
                flows from operating activities:****Net
                Income**
            
            $
            1,796,754
            
            $
            2,360,648
            
            $
            4,885,171**Adjustments
                to reconcile net income to net cash (used in) provided by operating
                activities:**
            
            
            
            
            
            
            
            
            -Depreciation
            
            
            1,944
            
            
            102
            
            
            2,352Changes
                in operating assets and liabilities:
            
            
            
            
            
            
            
            
            -Increase
                in value of trust account
            
            
            (4,944,209
            )
            
            (3,881,681
            )
            
            (9,184,466
            )Decrease
                ( increase) in prepaid expenses and other current assets
            
            
            31,246
            
            
            33,501
            
            
            (118,401
            )Decrease
                in deferred tax asset
            
            
            -
            
            
            9,000
            
            
            -Increase
                (decrease) in accounts payable and accrued expenses
            
            
            (208,958
            )
            
            (104,153
            )
            
            394,562Increase
                in deferred interest
            
            
            1,713,570
            
            
            1,612,074
            
            
            3,876,627Increase
                (decrease) in taxes payable
            
            
            (206,687
            )
            
            264,726
            
            
            -**Net
                cash (used in) provided by operating activities**
            
            
            (1,816,340
            )
            
            294,217
            
            
            (144,155
            )**Cash
                flows from investing activities:**Payment
                to trust account
            
            
            -
            
            
            -
            
            
            (188,675,000
            )Capital
                expenditures
            
            
            (11,204
            )
            
            (3,663
            )
            
            (14,868
            )**Net
                cash used in investing activities**
            
            
            (11,204
            )
            
            (3,663
            )
            
            (188,689,868
            )**Cash
                flows from financing activities:**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**
            
            
            (1,827,544
            )
            
            290,553
            
            
            290,597**Cash
                at beginning of period**
            
            
            2,118,141
            
            
            593,281
            
            
            -**Cash
                at end of period**
            
            **$**
            **290,597**
            
            **$**
            **883,834**
            
            **$**
            **290,597****Supplemental
                disclosure of cash flow information**Interest
                paid
            
            $
            -
            
            $
            -
            
            $
            9,163**Supplemental
                schedule of non-cash financing activities**Accrual
                of deferred underwriting fees
            
            $
            -
            
            $
            -
            
            $
            4,000,000Accrual
                of deferred costs
            
            $
            785,071
            
            $
            -
            
            $
            785,071


See
      accompanying notes to unaudited condensed consolidated financial
      statements.


-6-
 *Table
          of Contents*


**Star
      Maritime Acquisition Corp. and
      Subsidiary**


(A
      corporation in the development stage)




Notes
      to
      Condensed Consolidated Financial Statements (unaudited)


September
      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 September 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. Star
      Bulk
      will acquire the vessels in its initial fleet from wholly-owned subsidiaries
      of
      TMT for an aggregate purchase price of $345,237,520, consisting of $224,500,000
      in cash and 12,537,645 shares of common stock of Star Bulk to be issued at
      the
      time of the Redomiciliation Merger and an additional 1,606,962 shares of common
      stock of Star Bulk to be issued in two installments. As of September 30, 2007
      approximately $785,071 of legal and accounting fees related to this transaction
      have been recorded to deferred costs.




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.





-7-
 *Table
            of Contents*




**NOTE
      A-ORGANIZATION AND BUSINESS OPERATIONS (continued)**





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.




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 fourth quarter of 2007,
      assuming the requisite stockholder approval is obtained.




The
      financial statements at September 30, 2007 and for the period from May 13,
      2005
      (inception) to September 30, 2007 and for the three and nine months ended
      September 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 September 30,
      2007, the results of its operations and cash flows for the three and nine months
      ended September 30, 2007 and September 30, 2006 and for the period May 13,
      2005
      (inception) through September 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.


-8-
 *Table
          of Contents*




**NOTE
      A-ORGANIZATION AND BUSINESS OPERATIONS (continued)**





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.




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


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**NOTE
      A-ORGANIZATION AND BUSINESS OPERATIONS (continued)**





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.





**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.


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**NOTE
      C-COMMITMENTS (continued)**





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.




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 Star
      Bulk 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.




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;





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




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**NOTE
      C-COMMITMENTS (continued)**





·
            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 September 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
      September 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 EVENTS**





On
      October 3, 2007, Star Bulk entered into amended consultancy agreements with
      companies controlled by Messrs. P. Tsirigakis and G. Syllantavos, respectively,
      for services rendered outside of Greece. These agreements will be effective
      only
      upon the approval and completion of the Business Combination.





On
      October 3, 2007, the Company and TMT entered into an amendment to the Master
      Agreement to adjust the terms of the issuance of an additional 1,606,962 shares
      of Star Bulk stock to TMT.


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On
      November 2, 2007, the Securities and Exchange Commission declared the Company’s
      joint proxy statement/prospectus on Schedule 14A effective. The Schedule 14A
      contains the information that will presented at a special meeting of
      stockholders to conduct a stockholder vote on the Business Combination. The
      special meeting has been scheduled for November 27, 2007, and owners of record
      of our stock as of November 5, 2007, will be entitled to vote at that meeting.




Additional
      information regarding the proposals on which our stockholders are being asked
      to
      vote is available from our definitive proxy materials filed with the Commission
      on Form DEF 14 A on November 2, 2007.




**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.




**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


-13-
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          of Contents*


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 September 30, 2007 and
      2006**




For
      the
      three months ended September 30, 2007 and 2006, we earned net income after
      taxes
      of $942,741 ($1,528,397 before the deduction of $585,656 of net interest
      attributable to common stock subject to redemption) and we earned net income
      after taxes of $830,004 ($1,380,379 before the deduction of $550,375 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 September 30, 2007 and 2006
      was $249,556 and $274,529 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 nine months ended September 30, 2007 and
      2006**




For
      the
      nine months ended September 30, 2007 and 2006, we earned net income after taxes
      of $1,796,754 ($3,510,324 before the deduction of $1,713,570 of net interest
      attributable to common stock subject to redemption) and we earned net income
      after taxes of $2,360,648 ($3,972,722 before the deduction of $1,612,074 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 nine months ended September 30, 2007 and 2006 was
      $1,706,107 and $657,757 respectively and consisted primarily of expenses related
      to pursuing a business combination, due diligence, insurance costs and legal
      and
      accounting professional fees.




**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
      September 30, 2007, there was $197,859,466 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.




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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 September 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.




**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
      September 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.




-15-
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          of Contents*


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.


-16-
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          of Contents*




**PART
      II - OTHER INFORMATION**




**ITEM
      1. LEGAL PROCEEDINGS**




None.




**ITEM
      1A. RISK FACTORS**




In
      our
      Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, we disclosed
      new risks and material changes from 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. With the exception of the following risk factors, there have been no
      material changes or new risks during the quarter ended September 30, 2007 to
      be
      disclosed. We hereby incorporate by reference the risk factors set forth in
      Item
      1A of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.




**Company
      Risk Factors Relating to Star Bulk**




***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.***




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 (through a plan or a series of related transactions) 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. These consequences are
      discussed in more detail under the heading "Tax Considerations—Material U.S.
      Federal Income Tax Consequences—United States Federal Income Tax
      Considerations—Tax Consequences of the Merger." The Redomiciliation Merger has
      been structured so that upon completion of the Redomiciliation Merger and the
      concurrent issuance of stock to TMT 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, there is no authority directly addressing
      the
      application of Section 7874(b) to a transaction such as the Redomiciliation
      Merger where shares in a foreign corporation such as Star Bulk are issued
      concurrently with (or shortly after) a merger. In particular, since there is
      no
      authority directly applying the "series of related transactions" or "plan"
      provisions to the post-acquisition stock ownership requirements of Section
      7874(b), there is no assurance that the United States Internal Revenue Service,
      or IRS, will agree with Seward & Kissel's opinion on this matter. Moreover,
      Star Maritime has not sought a ruling from 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 Seward & Kissel is of the opinion that such
      an assertion should not be successful.




***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.***




Star
      Bulk
      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 its 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


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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 intends to take the position
      for United States federal income tax purposes it is not 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 intends
      to
      take the position that its income from its time chartering activities does
      not
      constitute "passive income," and the assets that it will own and operate in
      connection with the production of that income do not constitute passive assets.




There
      is,
      however, no direct legal authority under the PFIC rules addressing Star Bulk's
      proposed method of operation. In addition, Star Bulk has not received an opinion
      of counsel with respect to this issue. 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. For example,
      if
      Star Bulk were treated as earning rental income from its chartering activities
      rather than services income, Star Bulk would be treated as a PFIC.




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. These consequences are discussed
      in
      more detail under the heading "Tax Considerations—Material U.S. Federal Income
      Tax Consequences—United States Federal Income Taxation of U.S. Holders—Passive
      Foreign Investment Company Status and Significant Tax
      Consequences."




**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.




**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**




None.




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




None.




**ITEM
      5. OTHER INFORMATION**




None.


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**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.







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**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.November
                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)






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