UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
20-F




[_]
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) or 12 (g) OF THE
              SECURITIES
      EXCHANGE ACT OF 1934OR[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2008OR[_]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES
      EXCHANGE ACT OF 1934For
      the transition period from _____________ to[_]
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES
      EXCHANGE ACT OF 1934Date
      of event requiring this shell company reportFor
      the transition period from  ___________ toCommission
      file numberSTAR
      BULK CARRIERS CORP.(Exact
      name of Registrant as specified in its charter)(Translation
      of Registrant's name into English)Republic
      of the Marshall Islands(Jurisdiction
      of incorporation or organization)7,
      Fragoklisias Street, 2nd
      floor, Maroussi 151 25, Athens, Greece(Address
      of principal executive offices)Prokopios
      Tsirigakis, 011 30 210 617 8400, atsirigakis@starbulk.com,
              c/o
      Star Bulk Carriers Corp., 7, Fragoklisias Street, 2nd
      floor
              Maroussi
      151 25, Athens, Greece(Name,
      telephone, email and/or facsimile number and
              address
      of Company Contact Person)





Securities
registered or to be registered pursuant to Section 12(b) of the
Act.




Title
      of each class
            Name
      of exchange on which registeredCommon
      Stock, par value $0.01 per share
            NASDAQ
      Global MarketWarrants
      to purchase Common Stock
            NASDAQ
      Global Market




Securities
registered or to be registered pursuant to Section 12(g) of the
Act:  None.




Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:  None.




Indicate
the number of outstanding shares of each of the issuer's classes of capital or
common stock as of the close of the period covered by the annual
report:  As of
December 31, 2008, there were 58,412,402 shares of common stock and 5,916,150
warrants of the registrant outstanding.




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.




[_]
      Yes
            [X] No




If this
report is an annual report or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934.




[_]
      Yes
            [X] No




Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 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.




[X] Yes
            [_]
      No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).




[_] Yes
            [_]
      No






Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.




Large
      accelerated filer [  ]
            Accelerated
      filer  [X]
            Non-accelerated
      filer  [  ]




Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:




[X] US
    GAAP
            [_]
      International Financial Reporting Standards as issued by the International
      Accounting Standards Board
            [_]
      Other - If "Other" has been checked in response to the previous question,
      indicate by check mark which financial statement item the registrant has
      elected to follow.
              [_]
      Item 17 or [_] Item 18.




If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).




[  ]
      Yes
            [X] No





FORWARD-LOOKING
STATEMENTS




Star Bulk
Carriers Corp. and its wholly owned subsidiaries, or the Company, desires to
take advantage of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 and is including this cautionary statement in
connection with this safe harbor legislation. This document and any other
written or oral statements made by us or on our behalf may include
forward-looking statements, which reflect our current views with respect to
future events and financial performance. The words "believe," "except,"
"anticipate," "intends," "estimate," "forecast," "project," "plan," "potential,"
"may," "should," "expect" and similar expressions identify forward-looking
statements.




The
forward-looking statements in this document are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including without
limitation, management's examination of historical operating trends, data
contained in our records and other data available from third parties. Although
we believe that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our
control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.




In
addition, important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking statements
include; (i) the strength of world economies; (ii) fluctuations in currencies
and interest rates; (iii) general market conditions, including fluctuations in
charterhire rates and vessel values; (iv) changes in demand in the drybulk
shipping industry; (v) changes in the Company's operating expenses, including
bunker prices, drydocking and insurance costs; (vi) changes in governmental
rules and regulations or actions taken by regulatory authorities; (vii)
potential liability from pending or future litigation; (viii) general domestic
and international political conditions; (ix) potential disruption of shipping
routes due to accidents or political events; and (x) other important factors
described from time to time in the reports filed by the Company with the
Securities and Exchange Commission, or the Commission.














TABLE
OF CONTENTS




PagePART
      IITEM
      1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
                1ITEM
      2. OFFER STATISTICS AND EXPECTED TIMETABLE
                1ITEM
      3. KEY INFORMATION
                1ITEM
      4. INFORMATION ON THE COMPANY
                25ITEM
      4A. UNRESOLVED STAFF COMMENTS
                45ITEM
      5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
                45ITEM
      6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
                66ITEM
      7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
                71ITEM
      8. FINANCIAL INFORMATION
                75ITEM
      9. THE OFFER AND LISTING
                77ITEM
      10. ADDITIONAL INFORMATION
                79ITEM
      11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
                90ITEM
      12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
                91PART
      IIITEM
      13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
                92ITEM
      14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS
                92ITEM
      15. CONTROLS AND PROCEDURES
                92ITEM
      16A. AUDIT COMMITTEE FINANCIAL EXPERT
                97ITEM
      16B. CODE OF ETHICS
                97ITEM
      16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
                97ITEM
      16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
      COMMITTEES
                97ITEM
      16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS
                97ITEM
      16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
                98ITEM
      16G. CORPORATE GOVERNANCE
                98PART
      IIIITEM
      17. FINANCIAL STATEMENTS
                98ITEM
      18. FINANCIAL STATEMENTS
                98ITEM
      19. EXHIBITS
                99







PART
I




Item
1. Identity of Directors, Senior Management and Advisers




Not
Applicable.




Item
2. Offer Statistics and Expected Timetable




Not
Applicable.




Item
3. Key Information




Throughout
this report, the "Company," "Star Bulk," "we," "us" and "our" all refer to Star
Bulk Carriers Corp. and its wholly owned subsidiaries. We use the term
deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in
metric tons, each of which is equivalent to 1,000 kilograms, refers to the
maximum weight of cargo and supplies that a vessel can carry. The Company
operates drybulk vessels of two sizes: Capesize, which are vessels with carrying
capacities of more than 85,000 dwt, and Supramax, which are vessels with
carrying capacities of between 45,000 and 60,000 dwt. Unless otherwise
indicated, all references to "Dollars" and "$" in this report are to U.S.
Dollars.




Financial
data presented herein include the accounts of the Company and of Star Maritime
Acquisition Corp., or Star Maritime.




Star
Maritime was organized under the laws of the State of Delaware on May 13, 2005
as a blank check company formed to acquire, through a merger, capital stock
exchange, asset acquisition or similar business combination, one or more assets
or target businesses in the shipping industry. Star Maritime's common stock and
warrants started trading on the American Stock Exchange under the symbols, SEA
and SEA.WS, respectively, on December 21, 2005.  Star Bulk was
incorporated in the Republic of the Marshall Islands on December 13, 2006 as a
wholly-owned subsidiary of Star Maritime.




On
November 27, 2007, Star Maritime obtained shareholder approval for the
acquisition of the initial fleet of eight drybulk carriers and for effecting a
redomiciliation merger whereby Star Maritime merged with and into its wholly
owned subsidiary at the time Star Bulk with Star Bulk as the surviving entity,
or the Redomiciliation Merger. The Redomiciliation Merger was completed on
November 30, 2007 as a result of which each outstanding share of Star Maritime
common stock was converted into the right to receive one share of Star Bulk
common stock and each outstanding warrant of Star Maritime was assumed by Star
Bulk with the same terms and restrictions except that each became exercisable
for common stock of Star Bulk. Star Bulk's common stock and warrants are listed
on the Nasdaq Global Market under the symbols "SBLK" and "SBLKW,"
respectively.




We
commenced operations on December 3, 2007, which is the date we took delivery of
our first vessel.  During the period from Star Maritime's inception on
May 13, 2005 to December 3, 2007, we were a development stage
enterprise.




A.
Selected Consolidated Financial Data




The table
below summarizes the Company's recent financial information. The historical
information was derived from the audited consolidated financial statements of
Star Maritime and its subsidiaries for the period from May 13, 2005 (date of
Star Maritime's inception) through December 31, 2005, and for the fiscal year
ended December 31, 2006.  The information of Star Bulk and its wholly
owned subsidiaries for the fiscal years ended December 31, 2008 and 2007
includes the results for Star Maritime
from January 1, 2007 to November 30, 2007, which is the date that the
Redomiciliation Merger was completed. We refer you to the notes to our
consolidated financial statements for a discussion of the basis on which our
consolidated financial statements are presented. The information provided below
should be read in conjunction with "Item 5. Operating and Financial Review and
Prospects" and the consolidated financial statements, related notes and other
financial information included herein.




1




The
historical results included below and elsewhere in this document are not
necessarily indicative of the future performance of Star Bulk.




3.A.
(i) CONSOLIDATED INCOME STATEMENT





(In
      thousands of Dollars, except for per
                        share
      and share data)
                      
                      May
      13, 2005
                        (date
      of inception)
                        toDecember
      31,
                      
                      
                      Year
      Ended December 31,2005
                      
                      
                      2006
                      
                      
                      2007
                      
                      
                      2008Voyage
      revenues
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,633
                      
                      
                      
                      238,883Voyage
      expenses
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      43
                      
                      
                      
                      3,504Vessel
      operating expenses
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      645
                      
                      
                      
                      26,198Management
      fees
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      1,367Dry-docking
      expenses
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      7,881Depreciation
                      
                      
                      -
                      
                      
                      
                      1
                      
                      
                      
                      745
                      
                      
                      
                      51,050Vessel
      impairment loss
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      3,646Gain
      on forward freight agreements
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (251
                      )Time
      charter agreement termination fees
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (9,711
                      )General and
      administrative expenses
                      
                      
                      50
                      
                      
                      
                      1,210
                      
                      
                      
                      7,756
                      
                      
                      
                      12,424Operating
      (loss)/income
                      
                      
                      (50
                      )
                      
                      
                      (1,211
                      )
                      
                      
                      (5,556
                      )
                      
                      
                      142,775Interest
      and finance costs
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      (45
                      )
                      
                      
                      (10,238
                      )Interest
      and other income
                      
                      
                      183
                      
                      
                      
                      4,396
                      
                      
                      
                      9,021
                      
                      
                      
                      1,201Income
      before income taxes
                      
                      
                      133
                      
                      
                      
                      3,185
                      
                      
                      
                      3,420
                      
                      
                      
                      133,738Income
      taxes
                      
                      
                      (23
                      )
                      
                      
                      (207
                      )
                      
                      
                      (9
                      )
                      
                      
                      -Net
      Income
                      
                      
                      110
                      
                      
                      
                      2,978
                      
                      
                      
                      3,411
                      
                      
                      
                      133,738Basic
      and fully diluted earningsEarnings
      per share, basic
                      
                      
                      0.01
                      
                      
                      
                      0.10
                      
                      
                      
                      0.11
                      
                      
                      
                      2.55Earnings
      per share, diluted
                      
                      
                      0.01
                      
                      
                      
                      0.10
                      
                      
                      
                      0.09
                      
                      
                      
                      2.46Weighted
      average number of shares outstanding, basic
                      
                      
                      9,918,282
                      
                      
                      
                      29,026,924
                      
                      
                      
                      30,065,923
                      
                      
                      
                      52,477,947Weighted
      average number of shares outstanding, diluted
                      
                      
                      9,918,282
                      
                      
                      
                      29,026,924
                      
                      
                      
                      36,817,616
                      
                      
                      
                      54,447,985








2





3.A.
(ii) CONSOLIDATED BALANCE SHEET AND OTHER FINANCIAL DATA





(In
      thousands of Dollars,
                
                May
      13, 2005
                  (date
      of inception)
                  to
      December 31,
                
                
                Year
      Ended December 31,except
      per share and fleet data)2005
                
                
                2006
                
                
                2007
                
                
                2008Cash
      and cash equivalents
                
                
                593
                
                
                
                2,118
                
                
                
                18,985
                
                
                
                29,475Investments
      in Trust Account
                
                
                188,859
                
                
                
                192,915
                
                
                
                -
                
                
                
                -Total
      assets
                
                
                189,580
                
                
                
                195,186
                
                
                
                403,742
                
                
                
                891,376Current
      liabilities
                
                
                4,345
                
                
                
                6,973
                
                
                
                3,057
                
                
                
                57,287Common
      stock
                
                
                3
                
                
                
                3
                
                
                
                425
                
                
                
                584Stockholders'
      equity
                
                
                120,555
                
                
                
                123,533
                
                
                
                375,378
                
                
                
                560,140Total
      liabilities and stockholders equity
                
                
                189,580
                
                
                
                195,186
                
                
                
                403,742
                
                
                
                891,376Number
      of shares
                
                
                29,026,924
                
                
                
                29,026,924
                
                
                
                42,516,433
                
                
                
                58,412,402OTHER
      FINANCIAL DATADividends
      declared and paid ($0.98  per share)
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                52,614Net
      cash (used in) / provided by operating activities
                
                
                (27
                )
                
                
                1,699
                
                
                
                370
                
                
                
                110,747Net
      cash (used in)/ provided by investing activities
                
                
                (188,675
                )
                
                
                (4
                )
                
                
                12,963
                
                
                
                (423,305
                )Net
      cash provided by /(used in) financing activities
                
                
                189,295
                
                
                
                (170
                )
                
                
                3,534
                
                
                
                323,048FLEET
      DATAAverage
      number of vessels(1)
                
                
                -
                
                
                
                -
                
                
                
                0.21
                
                
                
                10.76Total
      ownership days for fleet (2)
                
                
                -
                
                
                
                -
                
                
                
                75
                
                
                
                3,933Total
      available days for fleet (3)
                
                
                -
                
                
                
                -
                
                
                
                71
                
                
                
                3,712Total
      voyage days for fleet (4)
                
                
                -
                
                
                
                -
                
                
                
                69
                
                
                
                3,618Fleet
      utilization (5)
                
                
                -
                
                
                
                -
                
                
                
                93
                %
                
                
                98
                %AVERAGE
      DAILY RESULTS (in Dollars)Time
      charter equivalent (6)
                
                
                -
                
                
                
                -
                
                
                
                31,203
                
                
                
                42,799Vessel
      operating expenses
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                6,661Management
      fees
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                348General
      and administrative expenses
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                3,159Total
      vessel operating expenses
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                10,168





(1)
            Average
      number of vessels is the number of vessels that comprised our fleet for
      the relevant period, as measured by the sum of the number of days each
      vessel was a part of our fleet during the period divided by the number of
      calendar days in that period.




(2)
            Ownership
      days are the total calendar days each vessel in the fleet was owned by us
      for the relevant period.




(3)
            Available
      days for the fleet are the ownership days after subtracting for off-hire
      days with major repairs dry-docking or special or intermediate surveys or
      transfer of ownership.




(4)
            Voyage
      days are the total days the vessels were in our possession for the
      relevant period after subtracting all off-hire days incurred for any
      reason (including off-hire for dry-docking, major repairs, special or
      intermediate surveys).




(5)
            Fleet
      utilization is calculated by dividing voyage days by available days for
      the relevant period and takes into account the dry-docking
      periods.




(6)
            Represents
      the weighted average time charter equivalent, or TCE, of our entire
      fleet.  TCE rate is a measure of the average daily revenue
      performance of a vessel on a per voyage basis. Our method of calculating
      TCE rate is determined by dividing voyage revenues (net of voyage expenses
      and amortization of fair value of above/below market acquired time charter
      agreements) by voyage days for the relevant time period. Voyage expenses
      primarily consist of port, canal and fuel costs that are unique to a
      particular voyage, which would otherwise be paid by the charterer under a
      time charter contract, as well as commissions. TCE rate is a standard
      shipping industry performance measure used primarily to compare
      period-to-period changes in a shipping company's performance despite
      changes in the mix of charter types (i.e., spot charters, time charters
      and bareboat charters) under which the vessels may be employed between the
      periods.  We included TCE revenues, a non-GAAP measure, as it
      provides additional meaningful information in conjunction with voyage
      revenues, the most directly comparable GAAP measure, because it assists
      our management in making decisions regarding the deployment and use of its
      vessels and in evaluating their financial performance. TCE rate is also
      included herein because it is a standard shipping industry performance
      measure used primarily to compare period-to-period changes in a shipping
      company's performance despite changes in the mix of charter types (i.e.,
      spot charters, time
      charters and bareboat charters) under which the vessels may be employed
      between the periods and because we believe that it presents useful
      information to investors.For further
      information concerning our calculation of TCE rate, please see Item 5.
      "Operating and Financial Review and Prospects – Operating
      Results."




3





B.
Capitalization and Indebtedness




Not
Applicable.




C.
Reasons for the Offer and Use of Proceeds




Not
Applicable.




D.
Risk factors




Some of
the following risks relate principally to the industry in which we operate and
our business in general. Other risks relate principally to the securities market
and ownership of our common stock. The occurrence of any of the events described
in this section could significantly and negatively affect our business,
financial condition, operating results or cash available for dividends or the
trading price of our common stock.




Industry Specific Risk Factors




Charterhire
rates for drybulk carriers are volatile and may decrease in the future, which
would adversely affect our earnings and ability to pay dividends




We own
and operate a fleet of 12 vessels consisting of four Capesize and eight Supramax
drybulk carriers with an average age of 10.0 years and a combined cargo carrying
capacity of approximately 1.1 million dwt. The drybulk shipping industry is
cyclical with attendant volatility in charterhire rates and profitability. The
degree of charterhire rate volatility among different types of drybulk carriers
varies widely. According to Drewry Shipping Consultants, Ltd., or Drewry,
charterhire rates for Capesize, Panamax and Supramax drybulk carriers have
decreased sharply from their historically high levels. The Baltic Dry Index, or
BDI, a daily average of charter rates in 26 shipping routes measured on a time
charter and voyage basis and covering Supramax, Panamax, and Capesize drybulk
carriers, declined from a high of 11,793 in May 2008 to 1,986 at the end of
February 2009 after reaching a low of 663 in December 2008, which represents a
decline of 94%.  The BDI fell over 70% in October 2008 alone. The
decline in charter rates is due to various factors, including the economic
recession in the U.S. and other parts of the world, the lack of trade financing
for purchases of commodities carried by sea, which has resulted in a significant
decline in cargo shipments, and the excess supply of iron ore in China which has
resulted in falling iron ore prices and increased stockpiles in Chinese ports.
If the drybulk shipping market remains depressed in the future our earnings and
available cash flow may decrease. Our ability to re-charter our vessels on the
expiration or termination of their current time charters and the charter rates
payable under any renewal or replacement charters will depend upon, among other
things, economic conditions in the drybulk shipping market. Fluctuations in
charter rates and vessel values result from changes in the supply and demand for
drybulk cargoes carried internationally at sea, including coal, iron, ore,
grains and minerals.




The
factors affecting the supply and demand for vessel capacity are outside of our
control, and the nature, timing and degree of changes in industry conditions are
unpredictable.




The
factors that influence demand for vessel capacity include:




·
            demand
      for and production of drybulk
products;




·
              global
      and regional economic and political
conditions;


4




·
            the
      distance drybulk cargo is to be moved by sea;
  and




·
            changes
      in seaborne and other transportation
patterns.




The
factors that influence the supply of vessel capacity include:




·
            the
      number of new building deliveries;




·
            port
      and canal congestion;




·
            the
      scrapping of older vessels;




·
            vessel
      casualties; and




·
            the
      number of vessels that are out of
service.




We
anticipate that the future demand for our drybulk carriers will be dependent
upon continued economic growth in the world's economies, including China and
India, seasonal and regional changes in demand, changes in the capacity of the
global drybulk carrier fleet and the sources and supply of drybulk cargo to be
transported by sea. The capacity of the global drybulk carrier fleet seems
likely to increase and economic growth may not continue. Adverse economic,
political, social or other developments could also have a material adverse
effect on our business and operating results.




Sharp
declines in the spot drybulk charter market may affect our earnings and cash
flows from the vessels we operate in the spot market




We
currently do not employ any of our vessels in the spot market; however, we may
in the future determine to employ some of our vessels in the spot market. During
2008, our revenues that were derived from the spot market were less than 1%
of our total voyage revenues. Vessels trading in the spot market are
exposed to increased risk of declining charter rates and freight rate volatility
compared to vessels employed on time charters. Since mid-August 2008, the spot
day rates in the drybulk charter market have declined very significantly, and
drybulk vessel values have also declined both as a result of a slowdown in the
availability of global credit and the significant deterioration in charter
rates. Charter rates and vessel values have been affected in part by the lack of
availability of credit to finance both vessel purchases and purchases of
commodities carried by sea, resulting in a decline in cargo shipments, and the
excess supply of iron ore in China which resulted in falling iron ore prices and
increased stockpiles in Chinese ports. Charter rates may remain at depressed
levels for some time which will adversely affect our revenue and
profitability.




The
market values of our vessels have declined and may further decline, which could
limit the amount of funds that we can borrow or trigger certain financial
covenants under our current or future credit facilities and/or we may incur a
loss if we sell vessels following a decline in their market value




The fair
market values of our vessels have generally experienced high volatility and have
recently declined significantly. According to Drewry, the market prices for
secondhand Capesize and Supramax drybulk carriers have decreased sharply from
their historically high levels.




The fair
market value of our vessels may continue to fluctuate (i.e., increase and
decrease) depending on a number of factors including:




·
            prevailing
      level of charter rates;




·
            general
      economic and market conditions affecting the shipping
      industry;




·
            types
      and sizes of vessels;




·
            supply
      and demand for vessels;




·
            other
      modes of transportation;




5




·
            cost
      of newbuildings;




·
            governmental
      or other regulations; and




·
            technological
      advances.




In
addition, as vessels grow older, they generally decline in value. If the fair
market value of our vessels decline further, we may not be in compliance with
certain provisions of our amended term loans and we may not be able to refinance
our debt or obtain additional financing. In addition, if we sell one or more of
our vessels at a time when vessel prices have fallen and before we have recorded
an impairment adjustment to our consolidated financial statements, the sale may
be less than the vessel's carrying value on our consolidated financial
statements, resulting in a loss and a reduction in earnings. Furthermore, if
vessel values continue to fall we may have to record an impairment adjustment in
our consolidated financial statements which could adversely affect our financial
results.




World
events could affect our results of operations and financial
condition




Terrorist
attacks in New York on September 11, 2001, in London on July 7, 2005 and in
Mumbai on November 26, 2008, and the continuing response of the United States
and others to these attacks, as well as the threat of future terrorist attacks
in the United States or elsewhere, continues to cause uncertainty in the world's
financial markets and may affect our business, operating results and financial
condition. The continuing presence of U.S. and other armed forces in Iraq and
Afghanistan 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 adversely affect our ability
to obtain additional financing on terms acceptable to us 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 and the Gulf of Aden off the
coast of Somalia. Any of these occurrences could have a material adverse impact
on our operating results, revenues and costs.




Terrorist
attacks on vessels, such as the October 2002 attack on the M.V. Limburg, a very large crude
carrier not related to us, may in the future also negatively affect our
operations and financial condition and directly impact our vessels or our
customers. Future terrorist attacks could result in increased volatility and
turmoil of the financial markets in the United States and globally. Any of these
occurrences could have a material adverse impact on our revenues and
costs.




Acts
of piracy on ocean-going vessels have recently increased in frequency, which
could adversely affect our business




Acts of
piracy have historically affected ocean-going vessels trading in regions of the
world such as the South China Sea, the Gulf of Aden and off the Nigerian coast.
Throughout 2008, the frequency of incidents of piracy has increased
significantly, particularly in the Gulf of Aden, with drybulk vessels and
tankers particularly vulnerable to such attacks. For example, in November 2008,
the Sirius Star, a
tanker vessel not affiliated with us, was captured by pirates in the Indian
Ocean while carrying crude oil estimated to be worth $100.0 million. In February
2009, the Saldanha, a
drybulk carrier not related to us, was seized by pirates while transporting coal
through the Gulf of Aden.  If these piracy attacks result in regions
in which our vessels are deployed being characterized by insurers as "war risk"
zones, as the Gulf of Aden temporarily was in May 2008, or Joint War Committee
(JWC) "war and strikes" listed areas, premiums payable for such coverage could
increase significantly and such insurance coverage may be more
difficult to obtain.  Crew costs, including those due to employing
onboard security guards, could increase in such circumstances.  In
addition, while we believe the charterer remains liable for charter payments
when a vessel is seized by pirates, the charterer may dispute this and withhold
charter hire until the vessel is released.  A charterer may also claim
that a vessel seized by pirates was not "on-hire" for a certain number of days
and it is therefore entitled to cancel the charter party, a claim that we would
dispute.  We may not be adequately insured to cover losses from these
incidents, which could have a material adverse effect on us.  In
addition, detention hijacking as a result of an act of piracy against our
vessels, or an increase in cost, or unavailability of insurance for our vessels,
could have a material adverse impact on our business, financial condition,
results of operations and cash flows.




6




Disruptions
in world financial markets and the resulting governmental action in the United
States and in other parts of the world could have a material adverse impact on
our results of operations, financial condition and cash flows, and could cause
the market price of our common stock to further decline




The
United States and other parts of the world are exhibiting deteriorating economic
trends and have been in a recession. For example, the credit markets in the
United States have experienced significant contraction, de-leveraging and
reduced liquidity, and the United States federal government and state
governments have implemented and are considering a broad variety of governmental
action and/or new regulation of the financial markets. Securities and futures
markets and the credit markets are subject to comprehensive statutes,
regulations and other requirements. The Commission, other regulators,
self-regulatory organizations and exchanges are authorized to take extraordinary
actions in the event of market emergencies, and may effect changes in law or
interpretations of existing laws.




Recently,
a number of financial institutions have experienced serious financial
difficulties and, in some cases, have entered bankruptcy proceedings or are in
regulatory enforcement actions. The uncertainty surrounding the future of the
credit markets in the United States and the rest of the world has resulted in
reduced access to credit worldwide. As of April 9, 2009, we have total
outstanding indebtedness of $284.5 million under our existing credit
facilities.




We face
risks attendant to changes in economic environments, changes in interest rates,
and instability in the banking and securities markets around the world, among
other factors. Major market disruptions and the current adverse changes in
market conditions and regulatory climate in the United States and worldwide may
adversely affect our business or impair our ability to borrow amounts under our
credit facilities or any future financial arrangements. We cannot predict how
long the current market conditions will last. However, these recent and
developing economic and governmental factors, together with the concurrent
decline in charter rates and vessel values, may have a material adverse effect
on our results of operations, financial condition or cash flows, have caused the
trading price of our common shares on the Nasdaq Global Market to decline
precipitously and could cause the price of our common shares to continue to
decline or impair our ability to make distributions to our
shareholders.




A
further economic slowdown in the Asia Pacific region could exacerbate the effect
of recent slowdowns in the economies of the United States and the European Union
and may have a material adverse effect on our business, financial condition and
results of operations




We
anticipate a significant number of the port calls made by our vessels will
continue to involve the loading or discharging of dry bulk commodities in ports
in the Asia Pacific region. As a result, negative changes in economic conditions
in any Asia Pacific country, particularly in China, may exacerbate the effect of
recent slowdowns in the economies of the United States and the European Union
and may have a material adverse effect on our business, financial position and
results of operations, as well as our future prospects. In recent years, China
has been one of the world's fastest growing economies in terms of gross domestic
product, which has had a significant impact on shipping demand. Through the
end
of the fourth quarter of 2008, growth in China's gross domestic product was
approximately 4.2% lower than it was during the same period in 2007, and it is
likely that China and other countries in the Asia Pacific region will continue
to experience slowed or even negative economic growth in the near future.
Moreover, the current economic slowdown in the economies of the United States,
the European Union and other Asian countries may further adversely affect
economic growth in China and elsewhere. China has recently announced a $586.0
billion stimulus package aimed in part at increasing investment and consumer
spending and maintaining export growth in response to the recent slowdown in its
economic growth. Our business, financial condition, results of operations,
ability to pay dividends as well as our future prospects, will likely be
materially and adversely affected by a further economic downturn in any of these
countries.




7




Changes
in the economic and political environment in China and policies adopted by the
government to regulate its economy may have a material adverse effect on our
business, financial condition and results of operations




The
Chinese economy differs from the economies of most countries belonging to the
Organization for Economic Cooperation and Development, or OECD, in such respects
as structure, government involvement, level of development, growth rate, capital
reinvestment, allocation of resources, rate of inflation and balance of payments
position. Prior to 1978, the Chinese economy was a planned economy. Since 1978,
increasing emphasis has been placed on the utilization of market forces in the
development of the Chinese economy. Annual and five year State Plans are adopted
by the Chinese government in connection with the development of the economy.
Although state-owned enterprises still account for a substantial portion of the
Chinese industrial output, in general, the Chinese government is reducing the
level of direct control that it exercises over the economy through State Plans
and other measures. There is an increasing level of freedom and autonomy in
areas such as allocation of resources, production, pricing and management and a
gradual shift in emphasis to a "market economy" and enterprise
reform.  Limited price reforms were undertaken, with the result that
prices for certain commodities are principally determined by market forces. Many
of the reforms are unprecedented or experimental and may be subject to revision,
change or abolition based upon the outcome of such experiments. If the Chinese
government does not continue to pursue a policy of economic reform the level of
imports to and exports from China could be adversely affected by changes to
these economic reforms by the Chinese government, as well as by changes in
political, economic and social conditions or other relevant policies of the
Chinese government, such as changes in laws, regulations or export and import
restrictions, all of which could, adversely affect our business, operating
results and financial condition.




Charter
rates are subject to seasonal fluctuations and market volatility, which may
adversely affect our financial condition and ability to pay
dividends




We employ
all of our vessels on medium-to long-term time charters other than theStar Alpha, which is
currently employed under  a contract of affreightment, or COA. For
more information on COAs please see the section of this Annual Report entitled
"Item 4. Information on the Company – Business Overview – Our
Fleet."  We may in the future determine to employ some of our vessels
in the spot market.  Demand for vessel capacity has historically
exhibited seasonal variations and, as a result, fluctuations in charter rates.
This seasonality may result in quarter-to-quarter volatility in our operating
results for vessels trading in the spot market. The drybulk sector is typically
stronger in the fall and winter months in anticipation of increased consumption
of coal and other raw materials in the northern hemisphere. As a result, our
revenues from our drybulk carriers may be weaker during the fiscal quarters
ended June 30 and September 30, and, conversely, our revenues from our drybulk
carriers may be stronger in fiscal quarters ended December 31 and March 31.
Seasonality in the sector in which we operate could materially affect our
operating results and cash available for dividends in the future.




Rising
fuel prices may adversely affect our profits




Fuel is a
significant, if not the largest, expense in our shipping operations when vessels
are not under period charter. Changes in the price of fuel may adversely affect
our profitability. The price and supply of fuel is unpredictable and fluctuates
based on events outside our control, including geopolitical developments, supply
and demand for oil and gas, actions by OPEC and other oil and gas producers, war
and unrest in oil producing countries and regions, regional production patterns
and environmental concerns. Further, fuel may become much more expensive in the
future, which may reduce the profitability and competitiveness of our business
versus other forms of transportation, such as truck or rail.






8




We
are subject to international safety regulations and the failure to comply with
these regulations may subject us to increased liability, may adversely affect
our insurance coverage and may result in a denial of access to, or detention in,
certain ports




Our
business and the operation of our vessels are materially affected by government
regulation in the form of international conventions, national, state and local
laws and regulations in force in the jurisdictions in which the vessels operate,
as well as in the country or countries of their registration. Because such
conventions, laws, and regulations are often revised, we cannot predict the
ultimate cost of complying with such conventions, laws and regulations or the
impact thereof on the resale prices or useful lives of our vessels. Additional
conventions, laws and regulations may be adopted which could limit our ability
to do business or increase the cost of our doing business and which may
materially adversely affect our operations. We are required by various
governmental and quasi-governmental agencies to obtain certain permits,
licenses, certificates, and financial assurances with respect to our
operations.




The
operation of our vessels is affected by the requirements set forth in the United
Nations' International Maritime Organization's International Management Code for
the Safe Operation of Ships and Pollution Prevention, or ISM Code. The ISM Code
requires shipowners, ship managers and bareboat charterers to develop and
maintain an extensive "Safety Management System" that includes the adoption of a
safety and environmental protection policy setting forth instructions and
procedures for safe operation and describing procedures for dealing with
emergencies. The failure of a shipowner or bareboat charterer to comply with the
ISM Code may subject it to increased liability, may invalidate existing
insurance or decrease available insurance coverage for the affected vessels and
may result in a denial of access to, or detention in, certain ports. If we are
subject to increased liability for noncompliance or if our insurance coverage is
adversely impacted as a result of noncompliance, we may have less cash available
for distribution to our stockholders as dividends. If any of our vessels are
denied access to, or are detained in, certain ports, this may decrease our
revenues.




Increased
inspection procedures and tighter import and export controls could increase
costs and disrupt our business




International
shipping is subject to various security and customs inspection and related
procedures in countries of origin and destination. Inspection procedures may
result in the seizure of contents of our vessels, delays in the loading,
offloading or delivery and the levying of customs duties, fines or other
penalties against us.




It is
possible that changes to inspection procedures could impose additional financial
and legal obligations on us. Changes to inspection procedures could also impose
additional costs and obligations on our customers and may, in certain cases,
render the shipment of certain types of cargo uneconomical or impractical. Any
such changes or developments may have a material adverse effect on our business,
financial condition and results of operations.






Maritime
claimants could arrest one or more of our vessels, which could interrupt our
cash flow




Crew
members, suppliers of goods and services to a vessel, shippers of cargo and
other parties may be entitled to a maritime lien against a vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek
to obtain security for its claim by arresting a vessel through foreclosure
proceedings. The arrest or attachment of one or more of our vessels could
interrupt our cash flow and require us to pay large sums of money to have the
arrest or attachment lifted. In addition, in some jurisdictions, such as South
Africa, under the "sister ship" theory of liability, a claimant may arrest both
the vessel which is subject to the claimant's maritime lien and any "associated"
vessel, which is any vessel owned or controlled by the same owner. Claimants
could attempt to assert "sister ship" liability against one vessel in our fleet
for claims relating to another of our vessels.






9




Governments
could requisition our vessels during a period of war or emergency, resulting in
a loss of earnings




A
government could requisition one or more of our vessels for title or for hire.
Requisition for title occurs when a government takes control of a vessel and
becomes its owner, while requisition for hire occurs when a government takes
control of a vessel and effectively becomes its charterer at dictated charter
rates. Generally, requisitions occur during periods of war or emergency,
although governments may elect to requisition vessels in other circumstances.
Although we would be entitled to compensation in the event of a requisition of
one or more of our vessels, the amount and timing of payment would be uncertain.
Government requisition of one or more of our vessels may negatively impact our
revenues and reduce the amount of cash we have available for distribution as
dividends to our stockholders.




Company
Specific Risk Factors




Star
Bulk has a limited operating history and may not operate profitably in the
future




Star Bulk
was formed December 13, 2006 and in January 2007 entered into agreements to
acquire eight drybulk carriers. We took delivery of our first vessel in December
2007. Accordingly, the year over year comparisons contained in our consolidated
financial statements do not provide a meaningful basis for you to evaluate our
operations and ability to be profitable in the future. We may not be profitable
in the future.




Servicing
debt will limit funds available for other purposes, including capital
expenditures and payment of dividends




On
December 27, 2007, we entered into a term loan agreement with Commerzbank AG, or
Commerzbank, in the amount of $120.0 million to partially finance the Star Gamma, the Star Delta, the Star Epsilon, the Star Zeta, and the Star Theta,which also
provide the security for this loan agreement. This loan bears interest at LIBOR
plus a margin and is repayable in twenty-eight consecutive quarterly
installments commencing twenty-seven months after our initial borrowings, which
was on January 2, 2008. As of April 9, 2009, we had outstanding borrowings in
the amount of $120.0 million under this facility. On April 14, 2008, we entered
into a loan agreement, which was subsequently amended on April 17, 2008 and
September 18, 2008, for up to $150.0 million with Piraeus Bank A.E., or Piraeus
Bank, as agent, in order to partially finance the acquisition cost of vessels
the Star Omicron, the
Star Sigmaand theStar Ypsilon and also to
provide us with additional liquidity. The loan is secured by a first priority
mortgage on the Star Omicron,the Star Beta,and the Star
Sigma. The loan bears interest at LIBOR plus a margin and is repayable in
twenty-four quarterly installments through September 2014. As of April 9, 2009,
we had outstanding borrowings in the amount of $132.5 million under this loan.
On July 1, 2008, the Company entered into a loan agreement of up to $35.0
million with Piraeus Bank, as lender, to partially
finance the acquisition of the Star Cosmowhich also
provides the security for this loan agreement. The loan bears interest at LIBOR
plus a margin and is repayable in twenty-four quarterly installments through
July 2014. As of April 9, 2009, we had outstanding borrowings in the amount of
$30.0 million under this loan facility.  We refer to Commerzbank and
Piraeus Bank as our lenders.  Please see "Item 5. Operating and
Financial Review and Prospects – Liquidity and Capital Resources – Senior
Secured Credit Facilities."








As of
April 9, 2009, we had total outstanding borrowings under our three loan
facilities in the aggregate amount of $282.5 million.






10




We
may be unable to comply with the covenants contained in our loan agreements,
which would affect our ability to conduct our business




Our loan
agreements for our borrowings, which are secured by liens on our vessels,
contain various financial and other covenants. Among those covenants are
requirements that relate to our financial position, operating performance and
liquidity. For example, under certain provisions of our loan agreements we are
required to maintain a ratio of the fair market value of our vessels to the
aggregate amounts outstanding of 125% for the first three years and 135%
thereafter.




The
market value of drybulk vessels is sensitive, among other things, to changes in
the drybulk charter market, with vessel values deteriorating in times when
drybulk charter rates are falling and improving when charter rates are
anticipated to rise. The current decline in charter rates in the drybulk market
coupled with the prevailing difficulty in obtaining financing for vessel
purchases have adversely affected drybulk vessel values, including the vessels
in our fleet. As a result, we may not meet certain minimum asset coverage
covenants in our loan agreements.




In March
2009, we entered into agreements with each of our lenders to obtain waivers for
certain covenants including minimum asset coverage covenants contained in our
loan agreements. The related terms are described below.




With
respect to the $120.0 million facility, during the waiver period from December
31, 2008 to January 31, 2010, the required loan to value ratio, which is the
ratio of outstanding indebtedness to the aggregate market value of the
collateral vessels, was amended to 90% from 80% including the value of the
additional security that will be provided by us pursuant to the waiver. In
connection with this waiver, as further security for this facility, we agreed to
provide a first preferred mortgage on the Star Alpha and a pledge
account containing $6.0 million.  During the waiver period, LIBOR will
be adjusted to the cost of funds.




With
respect to the $150.0 million facility, during the waiver period from December
31, 2008 to February 28, 2010, the required security cover ratio, which is the
ratio of the aggregate market value of the collateral vessels and the
outstanding loan amount, was waived and for the year ended February 28, 2011 and
the minimum security cover requirement will be reduced to 110% from 125% of the
outstanding loan amount. The lenders will also waive the required 60% corporate
leverage ratio, which is the ratio of our total indebtedness net of any
unencumbered cash divided by the market value of our vessels, through February
28, 2010. In connection with this waiver, as further security for this facility
we agreed to provide (i) first preferred mortgages on and first priority
assignments of all earnings and insurances of the Star Kappa and the Star Ypsilon; (ii) corporate
guarantees from each of the collateral vessel owning limited liability
companies; (iii) a subordination of the technical and commercial manager's
rights to payment; and (iv) a pledge account containing $9.0
million.




With
respect to the $35.0 million facility, during the waiver period from December
31, 2008 to February 28, 2010, the required security cover ratio was waived and
for the year ended February 28, 2011 the
minimum security cover requirement will be reduced to 110% from 125% of the
outstanding loan amount. The lender also waived the 60% corporate leverage ratio
covenant through February 28, 2010. In connection with this waiver, as further
security for this facility we agreed to provide (i) second preferred mortgages
on and second priority assignments of all earnings and insurances of the Star Alpha; (ii) a corporate
guarantee from Star Alpha'svessel owning limited liability company; (iii) a subordination of the
technical and commercial managers rights to payment; and (iv) a pledge account
containing $5.0 million.  This facility is repayable beginning on
April 2, 2009, in 22 consecutive quarterly installments: (i) the first two
installments in the amount of $2.0 million each; (ii) the third installment in
the amount of $1.75 million; (iii) the fourth installment in the amount of $1.25
million; (iv) the fifth through tenth installment in the amount of $875,000
each; and (v) the final 12 installments in the amount of $500,000 each plus a
balloon payment of $13.75 million payable with the final
installment.






11




Under the
terms of the above referenced agreements our dividend payments, share
repurchases and investments are subject to the prior written consent of our
lenders.  In addition, for the duration of the waiver periods the
interest spread for each of the above referenced loans will be adjusted to 2%
per annum and under our $150.0 million and $35.0 million loan facilities, the
interest spread following the waiver period will be 1.5%.  Please see
"Item 5. Operating and Financial Review and Prospects – Liquidity and Capital
Resources – Senior Secured Credit Facilities."




If the
value of our vessels continues to deteriorate, we may have to record an
impairment adjustment in our financial statements, which would adversely affect
our financial results and further hinder our ability to raise
capital.




If we are
not in compliance with our covenants and we are not able to obtain additional
covenant waivers or modifications, our lenders could require us to post
additional collateral, enhance our equity and liquidity, increase our interest
payments or pay down our indebtedness to a level where we are in compliance with
our loan covenants, sell vessels in our fleet, or they could accelerate our
indebtedness, which would impair our ability to continue to conduct our
business. If our indebtedness is accelerated, we might not be able to refinance
our debt or obtain additional financing and could lose our vessels if our
lenders foreclose their liens. In addition, if we find it necessary to sell our
vessels at a time when vessel prices are low, we will recognize losses and a
reduction in our earnings, which could affect our ability to raise additional
capital necessary for us to comply with our loan agreements.




We
may not be able to pay dividends




As a
result of deteriorating market conditions in the international shipping industry
and in particular the sharp decline in charter rates and vessel values in the
drybulk sector and restrictions imposed by our lenders, including the
restriction on dividend payments under the terms of our waiver agreements, we
may not be able to pay dividends.




We
previously paid regular dividends on a quarterly basis from our operating
surplus, in amounts that allowed us to retain a portion of our cash flows to
fund vessel or fleet acquisitions, and for debt repayment and other corporate
purposes, as determined by our management and board of directors. Under the
terms of our waiver agreements with our lenders, payment of dividends and
repurchases of our shares and warrants are subject to the prior written consent
of our lenders. Any future dividend payments may be at reduced levels. Please
see "Item 5. Operating and Financial Review and Prospects – Liquidity and
Capital Resources – Senior Secured Credit Facilities."




The
declaration and payment of dividends will be subject at all times to the
discretion of our board of directors. The timing and amount of dividends will
depend on our earnings, financial condition, cash requirements and availability,
fleet renewal and expansion, restrictions in our 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.






12




If
the recent volatility in LIBOR continues, it could affect our profitability,
earnings and cash flow.




Interest
in most loan agreements in our industry has been based on published LIBOR rates.
The London market for Dollar loans between banks has recently been volatile,
with the spread between published LIBOR and the lending rates actually charged
to banks in the London interbank market widening significantly at times. These
conditions are the result of the recent disruptions in the international credit
markets. Because the interest rates borne by our outstanding indebtedness
fluctuate with changes in LIBOR, if this volatility were to continue, it would
affect the amount of interest payable on our debt, which in turn, could have an
adverse effect on our profitability, earnings and cash flow.




In
addition, in the waiver agreements with our lenders, we have agreed to replace
published LIBOR as the base for the interest calculation with their
cost-of-funds rate.  This could increase our lending costs
significantly, which would have an adverse effect on our profitability, earnings
and cash flow.




We
are dependent on medium- to long-term time charters in a volatile shipping
industry and a decline in charterhire rates would affect our results of
operations and ability to pay dividends




We
charter all of our vessels on medium- to long-term time charters with remaining
terms of approximately one to five years other than the Star Alpha, which is
currently employed under a COA.   The time charter market is
highly competitive and spot market charterhire rates (which affect time charter
rates) may fluctuate significantly based upon available charters and the supply
of, and demand for, seaborne shipping capacity. Our ability to re-charter our
vessels on the expiration or termination of their current time charters and the
charter rates payable under any renewal or replacement charters will depend
upon, among other things, economic conditions in the drybulk shipping market.
The drybulk carrier charter market is volatile, and in the past, time charter
and spot market charter rates for drybulk carriers have declined below operating
costs of vessels. If future charterhire rates are depressed, we may not be able
to operate our vessels profitably or to pay you dividends. Under the terms of
our waiver agreements with our lenders, payment of dividends and repurchases of
our shares and warrants are subject to the prior written consent of our lenders.
Please see "Item 5. Operating and Financial Review and Prospects – Liquidity and
Capital Resources – Senior Secured Credit Facilities."




Default
by our charterers may lead to decreased revenues and a reduction in
earnings




Consistent
with drybulk shipping industry practice, we have not independently analyzed the
creditworthiness of the charterers. Our revenues may be dependent on the
performance of our charterers and, as a result, defaults by our charterers may
materially adversely affect our revenues.




We
depend upon a few significant customers for a large part of our revenues and the
loss of one or more of these customers could adversely affect our financial
performance




We derive
a significant part of our charterhire (net of commissions) from a small number
of customers, with 57% of our voyage revenues, as presented in our consolidated
income statement, for the fiscal year ended December 31, 2008 generated from
five charterers. Currently, eleven of our vessels are  employed under
fixed rate period charters to nine customers. If one or more of these customers
is unable to
perform under one or more charters with us and we are not able to find a
replacement charter, or if a customer exercises certain rights to terminate the
charter, we could suffer a loss of revenues that could materially adversely
affect our business, financial condition, results of operations and cash
available for distribution as dividends to our shareholders.




13






We could
lose a customer or the benefits of a time charter if, among other
things:




·
            the
      customer fails to make charter payments because of its financial
      inability, disagreements with us or
otherwise;




·
            the
      customer terminates the charter because we fail to deliver the vessel
      within a fixed period of time, the vessel is lost or damaged beyond
      repair, there are serious deficiencies in the vessel or prolonged periods
      of off-hire, default under the charter;
or




·
            the
      customer terminates the charter because the vessel has been subject to
      seizure for more than a specified number of
  days.




If we
lose a key customer, we may be unable to obtain charters on comparable terms or
may become subject to the volatile spot market, which is highly competitive and
subject to significant price fluctuations.  Most of our time charters
on which we deploy our vessels provide for charter rates that are significantly
above current market rates, particularly spot market rates that most directly
reflect the current depressed levels of the drybulk charter market. If it were
necessary to secure substitute employment, in the spot market or on time
charters, for any of these vessels due to the loss of a customer in these market
conditions, such employment would be at a significantly lower charter rate than
currently generated by such vessel, or we may be unable to secure a charter at
all, in either case, resulting in a significant reduction in revenues. The loss
of any of our customers or time charters, or a decline in payments under our
charters, could have a material adverse effect on our business, results of
operations and financial condition and our ability to pay
dividends.




We
are subject to certain risks with respect to our counterparties on contracts,
and failure of such counterparties to meet their obligations could cause us to
suffer losses or otherwise adversely affect our business




We enter
into, among other things, charter parties with our customers, interest rate
swaps and freight forward agreements. Such agreements subject us to counterparty
risks. The ability of each of our counterparties to perform its obligations
under a contract with us will depend on a number of factors that are beyond our
control and may include, among other things, general economic conditions, the
condition of the maritime and offshore industries, the overall financial
condition of the counterparty, charter rates received for specific types of
vessels, and various expenses. Consistent with drybulk shipping industry
practice, we have not independently analyzed the creditworthiness of the
charterers. In addition, in depressed market conditions, our charterers may no
longer need a vessel that is currently under charter or may be able to obtain a
comparable vessel at lower rates. As a result, charterers may seek to
renegotiate the terms of their existing charter parties or avoid their
obligations under those contracts. Should a counterparty fail to honor its
obligations under agreements with us, we could sustain significant losses which
could have a material adverse effect on our business, financial condition,
results of operations and cash flows.




Investment
in derivative instruments such as freight forward agreements could result in
losses




From time
to time, we may take positions in derivative instruments including freight
forward agreements, or FFAs. Generally, FFAs and other derivative instruments
may be used to hedge a vessel owner's exposure to the charter market for a
specified route and period of time. Upon settlement, if the contracted
charter rate is less than the average of the rates, as reported by an identified
index, for the specified route and time period, the seller of the FFA is
required to pay the buyer an amount equal to the difference between the
contracted rate and the settlement rate, multiplied by the number of days in the
specified period. Conversely, if the contracted rate is greater than the
settlement rate, the buyer is required to pay the seller the settlement sum. If
we take positions in FFAs or other derivative instruments we could suffer losses
in the settling or termination of the FFA. This could adversely affect our
results of operation and cash flow.






14




In
December 2008 and January 2009, we entered into a limited number of FFAs on the
Capesize index. The Capesize index refers to the daily hire rate of a modern
Capesize dry bulk carrier. The FFAs are intended to serve as an approximate
hedge for our Capesize vessels trading in the spot market for 2009 and 2010,
effectively locking-in the approximate amount of revenue that we expect to
receive from such vessels for the relevant periods. Our FFAs do not qualify as
cash flow hedges for accounting purposes and are recorded on our balance sheet
at fair value. All of our FFAs are cleared transactions and are intended as
approximate hedges to our physical exposure in the spot market. During the year
ended December 31, 2008, the change in the fair market value of our FFAs
resulted in a gain of $0.25 million.




Our
earnings may be adversely affected if we are not able to take advantage of
favorable charter rates




We
charter all of our drybulk carriers to customers on medium- to long-term time
charters, which generally last from one to five years other than the Star Alpha, which is
currently employed under a COA.   We may in the future extend the
charter periods for the vessels in our fleet. Our vessels that are committed to
longer-term charters may not be available for employment on short-term charters
during periods of increasing short-term charterhire rates when these charters
may be more profitable than long-term charters.




We
may have difficulty managing our planned growth properly.




We intend
to continue to expand our fleet. Our growth will depend on:




·
            locating
      and acquiring suitable vessels;




·
            identifying
      and consummating acquisitions or joint
ventures;




·
            obtaining
      required financing;




·
            integrating
      any acquired vessels successfully with our existing
      operations;




·
            enhancing
      our customer base; and




·
            managing
      our expansion.




Growing
any business by acquisition presents numerous risks such as undisclosed
liabilities and obligations, difficulty experienced in obtaining additional
qualified personnel and managing relationships with customers and suppliers and
integrating newly acquired operations into existing infrastructures. We may not
be successful in executing our growth plans and may incur significant expenses
and losses.




Our
loan agreements may contain restrictive covenants that may limit our liquidity
and corporate activities




Our
current term loan agreement with Commerzbank and our term loan agreements with
Piraeus Bank, as lender and as agent, and any future loan agreements may impose
operating and financial restrictions on us. These restrictions may limit our
ability to:




·
            incur
      additional indebtedness;




·
            create
      liens on our assets;




·
            sell
      capital stock of our subsidiaries;






15




·
            make
      investments;




·
            engage
      in mergers or acquisitions;




·
            pay
      dividends;




·
            make
      capital expenditures;




·
            change
      the management of our vessels or terminate or materially amend the
      management agreement relating to each vessel;
  and




·
            sell
      our vessels.




Currently,
under the terms of our waiver agreements with our lenders, payment of dividends,
repurchases of our shares and warrants and certain investments are subject to
the prior written consent of our lenders.  Therefore, we need to seek
permission from our lenders in order to engage in some important corporate
actions. The lenders' interests may be different from ours, and we cannot
guarantee that we will be able to obtain the lenders' permission when needed.
This may prevent us from taking actions that are in our best
interest.




In
the highly competitive international drybulk shipping industry, we may not be
able to compete for charters with new entrants or established companies with
greater resources which may adversely affect our results of
operations




We employ
our vessels in a highly competitive market that is capital intensive and highly
fragmented. Competition arises primarily from other vessel owners, some of whom
have substantially greater resources than us. Competition for the transportation
of drybulk cargoes can be intense and depends on price, location, size, age,
condition and the acceptability of the vessel and its managers to the
charterers. Due in part to the highly fragmented market, competitors with
greater resources could operate larger fleets through consolidations or
acquisitions and may be able to offer more favorable terms.




We
may be unable to attract and retain key management personnel and other employees
in the shipping industry, which may negatively affect the effectiveness of our
management and our results of operations




Our
success depends to a significant extent upon the abilities and efforts of our
management team. As of April 9, 2009, we had twenty-five employees. Twenty-three
of our employees, through our wholly owned subsidiary, Star Bulk Management
Inc., or Star Bulk Management, are engaged in the day to day management of the
vessels in our fleet. Our success depends upon our ability to retain key members
of our management team and the ability of Star Bulk Management to recruit and
hire suitable employees. The loss of any members of our senior management team
could adversely affect our business prospects and financial condition.
Difficulty in hiring and retaining personnel could adversely affect our results
of operations. We do not maintain "key-man" life insurance on any of our
officers or employees of Star Bulk Management.




As
we expand our fleet, we will need to expand our operations and financial systems
and hire new shoreside staff and seafarers to staff our vessels; if we cannot
expand these systems or recruit suitable employees, our performance may be
adversely affected




Our
operating and financial systems may not be adequate as we expand our fleet, and
our attempts to implement those systems may be ineffective. In addition, we rely
on our wholly-owned subsidiary,
Star Bulk Management, to recruit shoreside administrative and management
personnel. Shoreside personnel are 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 has sub-contracted crew management, which
includes the recruitment of seafarers, to Bernhardt Schulte Shipmanagement Ltd.,
or Bernhardt, a major international third-party technical management company,
and Union Commercial Inc., or Union. Star Bulk Management and its crewing agent
may not be able to continue to hire suitable employees as Star Bulk expands its
fleet. If we are unable to operate our financial and operations systems
effectively, recruit suitable employees or if Star Bulk Management's
unaffiliated crewing agent encounters business or financial difficulties, our
performance may be materially adversely affected.






16




Risks
involved with operating ocean going vessels could affect our business and
reputation, which would adversely affect our revenues




The
operation of an ocean-going vessel carries inherent risks. These risks include
the possibility of:




·
            crew
      strikes and/or boycotts;




·
            marine
      disaster;




·
            piracy;




·
            environmental
      accidents;




·
            cargo
      and property losses or damage; and




·
            business
      interruptions caused by mechanical failure, human error, war, terrorism,
      piracy, political action in various countries or adverse weather
      conditions.




Any of
these circumstances or events could increase our costs or lower our
revenues.




We
are subject to complex laws and regulations, including environmental regulations
that can adversely affect the cost, manner or feasibility of doing
business




Our
operations are subject to numerous laws and regulations in the form of
international conventions and treaties, national, state and local laws and
national and international regulations in force in the jurisdictions in which
our vessels operate or are registered, which can significantly affect the
ownership and operation of our vessels.  These requirements include,
but are not limited to, the International Convention on Civil Liability for Oil
Pollution Damage of 1969, the International Convention for the Prevention of
Pollution from Ships of 1975, the International Maritime Organization, or IMO,
International Convention for the Prevention of Marine Pollution of 1973, the IMO
International Convention for the Safety of Life at Sea of 1974, the
International Convention on Load Lines of 1966, the U.S. Oil Pollution Act of
1990, or OPA, the U.S. Clean Air Act, U.S. Clean Water Act and the U.S. Marine
Transportation Security Act of 2002.  Compliance with such laws,
regulations and standards, where applicable, may require installation of costly
equipment or operational changes and may affect the resale value or useful lives
of our vessels.  We may also incur additional costs in order to comply
with other existing and future regulatory obligations, including, but not
limited to, costs relating to air emissions, the management of ballast waters,
maintenance and inspection, elimination of tin-based paint, development and
implementation of emergency procedures and insurance coverage or other financial
assurance of our ability to address pollution incidents.  These costs
could have a material adverse effect on our business, results of operations,
cash flows and financial condition.  A failure to comply with
applicable laws and regulations may result in administrative and civil
penalties, criminal sanctions or the suspension or termination of our
operations.  Environmental laws often impose strict liability for remediation
of spills and releases of oil and hazardous substances, which could subject us
to liability without regard to whether we were negligent or at
fault.  Under OPA, for example, owners, operators and bareboat
charterers are jointly and severally strictly liable for the discharge of oil
within the 200-mile exclusive economic zone around the United
States.  An oil spill could result in significant liability, including
fines, penalties and criminal liability and remediation costs for natural
resource damages under other federal, state and local laws, as well as
third-party damages.  We are required to satisfy insurance and
financial responsibility requirements for potential oil (including marine fuel)
spills and other pollution incidents.  Although we have arranged
insurance to cover certain environmental risks, such insurance may not be
sufficient to cover all such risks or any claims will not have a material
adverse effect on our business, results of operations, cash flows and financial
condition and our ability to pay dividends, if any, in the future.






17




If
our vessels fail to maintain their class certification and/or fail any annual
survey, intermediate survey, dry-docking or special survey, that vessel would be
unable to carry cargo, thereby reducing our revenues and profitability and
violating certain covenants under our credit facilities




The hull
and machinery of every commercial drybulk vessel must be classed by a
classification society authorized by its country of registry.  The
classification society certifies that a vessel is safe and seaworthy in
accordance with the applicable rules and regulations of the country of registry
of the vessel and the Safety of Life at Sea Convention, or SOLAS.  All
of our vessels are certified as being "in class" by all the major Classification
Societies (e.g., American Bureau of Shipping, Lloyd's Register of
Shipping).




A vessel
must undergo annual surveys, dry-dockings and special surveys.  In
lieu of a special survey, a vessel's machinery may be on a continuous survey
cycle, under which the machinery would be surveyed periodically over a five-year
period.  Every vessel is also required to be dry-docked every two to
three years for inspection of the underwater parts of such vessel.




If any
vessel does not maintain its class and/or fails any annual survey, intermediate
survey, dry-docking or special survey, the vessel will be unable to carry cargo
between ports and will be unemployable and uninsurable which could cause us to
be in violation of certain covenants in our credit facilities.  Any
such inability to carry cargo or be employed, or any such violation of
covenants, could have a material adverse impact on our financial condition and
results of operations.  That status could cause us to be in violation
of certain covenants in our credit facility.




Our
vessels may suffer damage due to the inherent operational risks of the seaborne
transportation industry and we may experience unexpected drydocking costs, which
may adversely affect our business and financial condition




Our
vessels and their cargoes are at risk of being damaged or lost because of events
such as marine disasters, bad weather, business interruptions caused by
mechanical failures, grounding, fire, explosions and collisions, human error,
war, terrorism, piracy and other circumstances or events. These hazards may
result in death or injury to persons, loss of revenues or property,
environmental damage, higher insurance rates, damage to our customer
relationships, delay or rerouting. If our vessels suffer damage, they may need
to be repaired at a drydocking facility. For example, the costs of drydock
repairs are unpredictable and may be substantial. We may have to pay drydocking
costs that our insurance does not cover in full. The loss of earnings while
these vessels are being repaired and repositioned, as well as the actual cost of
these repairs, would decrease our earnings. In addition, space at drydocking
facilities is sometimes limited and not all drydocking facilities are
conveniently located. We may be unable to find space at a suitable drydocking
facility or our vessels may be forced to travel to a drydocking facility that is not
conveniently located to our vessels' positions. The loss of earnings while these
vessels are forced to wait for space or travel to more distant drydocking
facilities would decrease our earnings.




18




Purchasing
and operating secondhand vessels may result in increased operating costs and
vessel off-hire, which could adversely affect our earnings




Our
inspection of secondhand vessels prior to purchase does not provide us with the
same knowledge about their condition and cost of any required or anticipated
repairs that we would have had if these vessels had been built for and operated
exclusively by us. We will not receive the benefit of warranties on secondhand
vessels.




Typically,
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
our vessels and may restrict the type of activities in which the vessels may
engage. As our vessels age, market conditions may not justify those expenditures
or enable us to operate our vessels profitably during the remainder of their
useful lives.




We
inspected the thirteen vessels that we acquired from both related and unrelated
third parties, considered the age and condition of the vessels in budgeting for
their operating, insurance and maintenance costs, and if we acquire additional
secondhand vessels in the future, we may encounter higher operating and
maintenance costs due to the age and condition of those additional
vessels.




We
may not have adequate insurance to compensate us for the loss of a vessel, which
may have a material adverse effect on our financial condition and results of
operation




We have
procured hull and machinery insurance, protection and indemnity insurance, which
includes environmental damage and pollution insurance coverage and war risk
insurance for our fleet. We do not maintain, for our vessels, insurance against
loss of hire, which covers business interruptions that result from the loss of
use of a vessel. We may not be adequately insured against all risks. We may not
be able to obtain adequate insurance coverage for our fleet in the future. The
insurers may not pay particular claims. Our insurance policies may contain
deductibles for which we will be responsible and limitations and exclusions
which may increase our costs or lower our revenue. Moreover, insurers may
default on claims they are required to pay. If our insurance is not enough to
cover claims that may arise, the deficiency may have a material adverse effect
on our financial condition and results of operations.




We
are a holding company, and depend on the ability of our subsidiaries to
distribute funds to us in order to satisfy our financial obligations or to make
dividend payments




We are a
holding company, and our subsidiaries, which are all wholly owned by us, either
directly or indirectly, conduct all of our operations and own all of our
operating assets.   As a result, our ability to satisfy our
financial obligations and to pay dividends to our shareholders depends on the
ability of our subsidiaries to generate profits available for distribution to us
and, to the extent that they are unable to generate profits, we may be unable to
pay dividends to our shareholders.




19






We
depend on officers who may engage in other business activities in the
international shipping industry which may create conflicts of
interest




Prokopios
(Akis) Tsirigakis, our Chief Executive Officer and a member of our board of
directors, and George Syllantavos, our Chief Financial Officer, Secretary and
member of our board of directors participate in business activities not
associated with the Company. As a result, Mr. Tsirigakis and Mr. Syllantavos may
devote less time to the Company than if they were not engaged in other business
activities and may owe fiduciary duties to the shareholders of both the Company
as well as shareholders of other companies with which they may be affiliated,
which may create conflicts of interest in matters involving or affecting the
Company and its customers. It is not certain that any of these conflicts of
interest will be resolved in our favor.




In
accordance with our Code of Ethics, all ongoing and future transactions between
us and any of its officers and directors or their respective affiliates, will be
on terms believed by us to be no less favorable than are available from
unaffiliated third parties, and such transactions will require prior approval,
in each instance by a majority of our uninterested "independent" directors or
the members of our board who do not have an interest in the transaction, in
either case who had access, at our expense, to its attorneys or independent
legal counsel.




We
are incorporated in the Republic of the Marshall Islands, which does not have a
well-developed body of corporate law, which may negatively affect the ability of
public shareholders to protect their interests




We are
incorporated under the laws of the Republic of the Marshall Islands, and our
corporate affairs are governed by our articles of incorporation and bylaws and
by the Marshall Islands Business Corporations Act, or BCA. The provisions of the
BCA resemble provisions of the corporation laws of a number of states in the
United States. However, there have been few judicial cases in the Republic of
the Marshall Islands interpreting the BCA. The rights and fiduciary
responsibilities of directors under the law of the Republic of the Marshall
Islands are not as clearly established as the rights and fiduciary
responsibilities of directors under statutes or judicial precedent in existence
in certain United States jurisdictions. Shareholder rights may differ as well.
While the BCA does specifically incorporate the non-statutory law, or judicial
case law, of the State of Delaware and other states with substantially similar
legislative provisions, public shareholders may have more difficulty in
protecting their interests in the face of actions by the management, directors
or controlling shareholders than would shareholders of a corporation
incorporated in a United States jurisdiction.




All of
our assets are located outside of the United States. Our business is operated
primarily from our offices in Athens, Greece. In addition, our directors and
officers are 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 us 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 our assets or the assets of our directors and
officers. Although you may bring an original action against us, our officers and
directors 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 us, our officers or directors for a cause of action arising
under Marshall Islands law, it may be impracticable for you to do so given the
geographic location of the Marshall Islands.




20




There
is a risk that we could be treated as a U.S. domestic corporation for U.S.
federal income tax purposes after the merger of Star Maritime with and into Star
Bulk, with Star Bulk as the surviving corporation, or Redomiciliation Merger,
which would adversely affect our earnings




Section
7874(b) of the U.S. Internal Revenue Code of 1986, or 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, the Company, 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. Upon completion of the Redomiciliation Merger and the
concurrent issuance of stock to TMT Co. Ltd., or TMT, a shipping company
headquartered in Taiwan, under the acquisition agreements, the stockholders of
Star Maritime owned less than 80% of the Company. Therefore, the Company
believes that it should not be subject to Section 7874(b) of the Code after the
Redomiciliation Merger. Star Maritime 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 the Company 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), the United States Internal Revenue Service, or IRS, may not agree with
Seward & Kissel's opinion on this matter. Moreover, Star Maritime has not
sought a ruling from the IRS on this point. Therefore, IRS may seek to assert
that we are subject to U.S. federal income tax on our worldwide income for
taxable years after the Redomiciliation Merger, although Seward & Kissel is
of the opinion that such an assertion should not be successful.




We
may have to pay tax on United States source income, which would reduce our
earnings




Under the
Code, 50% of the gross shipping income of a vessel owning or chartering
corporation, such as the Company 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.




We expect
that we will qualify for this statutory tax exemption and we have taken his
position for U.S. federal income tax return reporting purposes for 2007 and we
intend to take this position for 2008. However, there are factual circumstances
beyond our control that could cause us to lose the benefit of this tax exemption
and thereby become subject to U.S. federal income tax on our U.S. source
income.




If we are
not entitled to this exemption under Section 883 for any taxable year, we 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
our business and would result in decreased earnings.




21




The
preferential tax rates applicable to qualified dividend income are temporary,
and the enactment of proposed legislation could affect whether dividends paid by
us constitute qualified dividend income eligible for the preferential
rate




Certain
of our distributions may be treated as qualified dividend income eligible for
preferential rates of U.S. federal income tax to U.S. shareholders. In the
absence of legislation extending the term for these preferential tax rates, all
dividends received by such U.S. taxpayers in tax years beginning on January 1,
2011 or later will be taxed at graduated tax rates applicable to ordinary
income.




In
addition, legislation has been proposed in the U.S. Congress that would, if
enacted, deny the preferential rate of U.S. federal income tax currently imposed
on qualified dividend income with respect to dividends received from a non-U.S.
corporation if the non-U.S. corporation is created or organized under the laws
of a jurisdiction that does not have a comprehensive income tax system. Because
the Marshall Islands imposes only limited taxes on entities organized under its
laws, it is likely that if this legislation were enacted, the preferential tax
rates of federal income tax may no longer be applicable to distributions
received from us. As of the date hereof, it is not possible to predict with
certainty whether this proposed legislation will be enacted.




U.S.
tax authorities could treat us as a "passive foreign investment company," which
could have adverse U.S. federal income tax consequences to U.S.
holders




We 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 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
our method of operation, we take the position for United States federal income
tax purposes we have not been and are not currently a PFIC with respect to any
taxable year. In this regard, we intend to treat the gross income we will derive
or will be deemed to derive from our time chartering activities as services
income, rather than rental income. Accordingly, we take the position that our
income from our time chartering activities does not constitute "passive income,"
and the assets that we 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 our method of
operation. In addition, we have not received an opinion of counsel with respect
to this issue. Accordingly, the U.S. Internal Revenue Service, or the IRS, or a
court of law may not accept our position, and there is a risk that the IRS or a
court of law could determine that we are a PFIC. Moreover, we may 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 we were treated as earning
rental income from our chartering activities rather than services income, we
would be treated as a PFIC.




If the
IRS were to find that we are or have 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 our common shares, as if
the excess distribution or gain had been recognized ratably over the
shareholder's holding period of our common shares.






22






Risks
Relating to Our Common Stock




There
may be no continuing public market for you to resell our common stock and/or
warrants




Our
common shares and warrants commenced trading on the Nasdaq Global Market in
December 2007. We cannot assure you that an active and liquid public market for
our common shares and/or warrants will continue. The price of our common stock
and/or warrants may be volatile and may fluctuate due to factors such
as:




·
            actual
      or anticipated fluctuations in our quarterly and annual results and those
      of other public companies in our
industry;




·
            mergers
      and strategic alliances in the drybulk shipping
  industry;




·
            market
      conditions in the drybulk shipping industry and the general state of the
      securities markets;




·
            changes
      in government regulation;




·
            shortfalls
      in our operating results from levels forecast by securities analysts;
      and




·
            announcements
      concerning us or our competitors.




You may
not be able to sell your shares of our common stock in the future at the price
that you paid for them or at all. In addition, if the price of our common stock
falls below $1.00, we may be involuntarily delisted from the Nasdaq Global
Market.




Certain
stockholders hold registration rights, which may have an adverse effect on the
market price of our common stock




Initial
stockholders of Star Maritime who purchased common stock and units in private
transactions prior to Star Maritime's initial public offering have certain
registration rights which would require us, under certain circumstances, to
register the resale of their shares and warrants at any time following the
release of the shares and warrants from escrow which occurred on December 15,
2008. Pursuant to those registration rights, we have included in a universal
shelf registration statement (File No. 333-156843), which was declared effective
by the Commission on February 17, 2009, the resale registration of 14,305,599
shares of common stock, which includes 1,132,500 common shares which may be
issued upon the exercise of the warrants, and 1,132,500 warrants, all of which
are currently eligible for trading in the public market. The resale of these
common shares and warrants in addition to the registration of other securities
included such registration statement, may have an adverse effect on the market
price of our common stock and warrants.




Future
sales of our common stock or warrants could cause the market price of our common
stock or warrants to decline




Sales of
a substantial number of shares of our common stock or warrants in the public
market, or the perception that these sales could occur, may depress the market
price for our common stock. These sales could also impair our ability to raise
additional capital through the sale of our equity securities in the
future.




23


As noted
above, we have filed a universal shelf registration statement pursuant to which
we may offer and sell different types of securities and that includes the resale
registration of an aggregate of 14,305,599 common shares, which includes
1,132,500 common shares which may be issued upon the exercise of warrants, and
1,132,500 warrants.  We may issue additional shares of our common
stock, warrants or other equity securities or securities convertible into our
equity securities in the future and our stockholders may elect to sell large
numbers of shares held by them from time to time. Our amended and restated
articles of incorporation authorize us to issue 100,000,000 common shares with
par value $0.01 per share. As of December 31, 2008, we had 58,412,402 shares and
5,916,150 warrants outstanding.  As of April 9, 2009, we had
60,301,279 shares and 5,916,150 warrants outstanding.




Anti-takeover
provisions in our organizational documents could make it difficult for our
stockholders to replace or remove our current board of directors or have the
effect of discouraging, delaying or preventing a merger or acquisition, which
could adversely affect the market price of our common stock




Several
provisions of our amended and restated articles of incorporation and bylaws
could make it difficult for our stockholders to change the composition of our
board of directors in any one year, preventing them from changing the
composition of management. In addition, the same provisions may discourage,
delay or prevent a merger or acquisition that stockholders may consider
favorable.




These
provisions include:




·
            authorizing
      our board of directors to issue "blank check" preferred stock without
      stockholder approval;




·
            providing
      for a classified board of directors with staggered, three year
      terms;




·
            prohibiting
      cumulative voting in the election of directors;
  and




·
            authorizing
      the board to call a special meeting at any
time.




The
market price of our common shares and warrants has fluctuated widely and may
fluctuate widely in the future




The
market price of our common shares and warrants has fluctuated widely since our
common shares and warrants began trading in the Nasdaq Global Market in December
2007, and may continue to do so as a result of many factors such as actual or
anticipated fluctuations in our quarterly and annual results and those of other
public companies in our industry, mergers and strategic alliances in the
shipping industry, market conditions in the shipping industry, changes in
government regulation, shortfalls in our operating results from levels forecast
by securities analysts, announcements concerning us or our competitors and the
general state of the securities market.




The
market price of our common shares has recently dropped below $5.00 per share,
and the last reported sale price on The Nasdaq Global Market on April 14, 2009
was $2.90 per share. If the market price of our common shares remains below
$5.00 per share, under stock exchange rules, our shareholders will not be able
to use such shares as collateral for borrowing in margin accounts. This
inability to continue to use our common shares as collateral may lead to sales
of such shares creating downward pressure on and increased volatility in the
market price of our common shares.




The
shipping industry has been highly unpredictable and volatile. The market for
common shares in this industry may be equally volatile. Therefore, we cannot
assure you that you will be able to sell any of our common shares you may have
purchased at a price greater than or equal to its original purchase
price.




24




Item
4. Information on the Company




A.
History and development of the Company




We were
incorporated in the Marshall Islands on December 13, 2006. Our executive offices
are located at 7 Fragoklisias Street, 2nd floor,
Maroussi 151 25, Athens, Greece and our telephone number is 011 30 210 617
8400.




Star
Maritime Acquisition Corp., or Star Maritime, was organized under the laws of
the State of Delaware on May 13, 2005 as a blank check company formed to
acquire, through a merger, capital stock exchange, asset acquisition or similar
business combination, one or more assets or target businesses in the shipping
industry. Following the formation of Star Maritime, our officers and directors
were the holders of 9,026,924 shares of common stock representing all of our
then issued and outstanding capital stock. On December 21, 2005, Star Maritime
consummated its initial public offering of 18,867,500 units, at a price of
$10.00 per unit, each unit consisting of one share of Star Maritime common stock
and one warrant to purchase one share of Star Maritime common stock at an
exercise price of $8.00 per share. In addition, Star Maritime completed during
December 2005 a private placement of an aggregate of 1,132,500 units each unit
consisting of one share of common stock and one warrant, to Messrs. Tsirigakis
and Syllantavos, our Chief Executive Officer and Chief Financial Officer,
respectively, and Messrs. Pappas and Erhardt, our Chairman of the Board and one
of our directors. The gross proceeds of the private placement of $11.3 million
were used to pay all fees and expenses of the initial public offering and as a
result, the entire gross proceeds of the initial public offering amounting to
$188.7 million were deposited in a trust account maintained by American Stock
Transfer & Trust Company. Star Maritime's common stock and warrants started
trading on the American Stock Exchange under the symbols, SEA and SEA.WS,
respectively on December 21, 2005.




On
January 12, 2007, Star Maritime and Star Bulk entered into definitive agreements
to acquire a fleet of eight drybulk carriers with a combined cargo-carrying
capacity of approximately 692,000 dwt. from certain subsidiaries of TMT. These
eight drybulk carriers are referred to as the initial fleet. The aggregate
purchase price specified in the Master Agreement by and among the Company, Star
Maritime and TMT, or the Master Agreement for the initial fleet was $224.5
million in cash and 12,537,645 shares of our common stock, which were issued on
November 30, 2007. As additional consideration for eight vessels, we agreed to
issue 1,606,962 shares of our common stock to TMT in two installments as
follows: (i) 803,481 additional shares of our common stock, no more than 10
business days following the filing of our Annual Report on Form 20-F for the
fiscal year ended December 31, 2007, and (ii) 803,481 additional shares of our
common stock, no more than 10 business days following the filing of our Annual
Report on Form 20-F for the fiscal year ended December 31, 2008. The shares in
respect of the first installment were issued to a nominee of TMT on July 17,
2008.




On
November 2, 2007, the Commission declared effective our joint proxy/registration
statement filed on Forms F-1/F-4 and on November 27, 2007 we obtained
shareholder approval for the acquisition of the initial fleet and for effecting
the Redomiciliation Merger as a result of which Star Maritime merged into
Star Bulk with Star Maritime merging out of existence and Star Bulk being the
surviving entity.  Each share of Star Maritime common stock was exchanged
for one share of Star Bulk common stock and each warrant of Star Maritime was
assumed by Star Bulk with the same terms and conditions except that each became
exercisable for common stock of Star Bulk.  The Redomiciliation Merger
became effective after stock markets closed on Friday, November 30, 2007 and the
common shares and warrants of Star Maritime ceased trading on the American Stock
Exchange under the symbols SEA and SEA.WS, respectively.  Star Bulk
shares and warrants started trading on the Nasdaq Global Market on Monday,
December 3, 2007 under the ticker symbols SBLK and SBLKW, respectively.
Immediately following the effective date of the Redomiciliation Merger, TMT and
its affiliates owned 30.2% of our outstanding common
stock.  F5 Capital filed a Schedule 13D/A on July 29, 2008 reporting
beneficial ownership of 7.0% of our outstanding common stock.  Mr.
Nobu Su, a former member of our board of directors, exercises voting and
investment control over the securities held of record by F5 Capital, a Cayman
Islands corporation, which is a nominee of TMT.






25






We began
our operations on December 3, 2007 with the delivery of our first vessel Star Epsilon. Three of the
eight vessels comprising our initial fleet were delivered to us by the end of
December 2007. Additionally, on December 3, 2007, we entered into an agreement
to acquire an additional Supramax vessel, Star Kappa from TMT, which
was not included in the initial fleet and was delivered to us on December 14,
2007. In 2008, we took delivery of the remaining five vessels that we purchased
from TMT, plus an additional four vessels. In April 2008, we entered into
agreement to sell Star
Iota, which was delivered to its purchaser in October 2008, bringing our
fleet to its current total of twelve vessels.




Vessel
Acquisitions, Vessel Dispositions and Other Significant
Transactions




Vessel
Acquisitions




On
January 12, 2007, pursuant to the Master Agreement, we agreed to acquire our
initial fleet of eight drybulk carriers with a combined cargo-carrying capacity
of approximately 692,000 dwt. from certain subsidiaries of TMT. The aggregate
purchase price specified in the Master Agreement for the initial fleet was
$224.5 million in cash and 12,537,645 shares of our common stock.  As
additional consideration for the eight vessels, we agreed to issue 1,606,962
additional shares of our common stock to TMT in two installments as follows: (i)
803,481 additional shares of our common stock, no more than 10 business days
following the filing of our Annual Report on Form 20-F for the fiscal year ended
December 31, 2007, and (ii) 803,481 additional shares of our common stock, no
more than 10 business days following the filing of our Annual Report on Form
20-F for the fiscal year ended December 31, 2008.  The shares in
respect of the first installment were issued to a nominee of TMT on July 17,
2008.




On
December 3, 2007, we entered into an agreement with TMT, a company affiliated
with Mr. Nobu Su, one of our former directors, to acquire Star Kappa, a 2001 built
Supramax drybulk carrier for the aggregate purchase price of $72.0 million with
a cargo carrying capacity of approximately 52,055 dwt. We financed the total
purchase price with proceeds from Star Maritime's initial public offering, which
were deposited in a trust account. Following the delivery of this vessel to us
in December 2007, it commenced a three year time charter at an average daily
hire rate of $47,800.




On
January 22, 2008, we entered into an agreement to acquire Star Sigma, a 1991 built
Capesize drybulk carrier for the aggregate purchase price of $82.6 million,
which includes a discount of $1.1 million related to the late delivery of the
vessel to us by the sellers, with a cargo carrying capacity of approximately
184,403 dwt. We financed approximately $65.0 million of the purchase price with
borrowings under the Piraeus Bank term loan facility dated April 14, 2008,
as amended.  Star
Sigma,which was on time charter to a Japanese charterer at a gross daily
charter rate of $100,000 per day from April 2008 until March 2009 (earliest
redelivery), was redelivered to us earlier pursuant to an agreement whereby the
charterer agreed to pay the contracted rate less $8,000 per day, which is the
approximate operating cost for the vessel, from the date of the actual
redelivery in November 2008 through March 1, 2009. We received payment in full
and the vessel was trading in the spot market at a rate of approximately $14,100
per day, resulting in revenue for the vessel that is effectively higher than it
would have been under the original charter at the rate of $100,000. In March
2009, the vessel was delivered to its new charterers and commenced a three year
time charter at a gross daily average charter rate of $63,000.




26


On March
11, 2008, we entered into an agreement to acquire Star Omicron, a 2005 built
Supramax drybulk carrier for the aggregate purchase price of $72.0 million with
a cargo carry capacity of approximately 53,489 dwt. We financed the purchase
price through a combination of the proceeds received from the conversion of our
warrants, working capital and borrowings under our Piraeus Bank term loan
facility dated April 14, 2008, as amended and the balance . Following the
delivery of this vessel to us in April 2008, it commenced a three year time
charter at a daily hire rate of $43,000.




On May
22, 2008, we entered into an agreement to acquire Star Cosmo, a 2005 built
Supramax drybulk carrier for the aggregate purchase price of $70.2 million,
which includes a $1.4 million payment by us to the seller as additional
compensation for the early delivery of the vessel to us, with a cargo carry
capacity of approximately 52,247 dwt. We financed the purchase price through a
combination of the proceeds received from the conversion of our warrants and
borrowings under our Piraeus Bank term loan facility dated July 1, 2008. We
entered into a three year time charter agreement to employ this vessel at an
average daily hire rate of $39,868 following its delivery to us in July
2008.




On June
3, 2008, we entered into an agreement to acquire Star Ypsilon, a 1991 built
Capsize drybulk carrier for the aggregate purchase price of $86.9 million, which
includes a discount of $0.3 million related to the late delivery of the vessel
to us by the sellers, with a cargo carry capacity of approximately 150,940 dwt.
We financed the purchase price through a combination of the proceeds received
from the conversion of our warrants and borrowings under our Piraeus Bank term
loan facility dated April 14, 2008, as amended.  We entered into
a three year time charter agreement to employ this vessel at an average daily
hire rate of $91,932 following its delivery to us in September
2008.




Vessel
Dispositions




On April
24, 2008, we entered into an agreement to sell Star Iota for gross proceeds
of $18.4 million less $1.8 million of costs associated with the sale. We
delivered this vessel to its purchasers on October 6, 2008.




Other
Significant Transactions




On
January 18, 2008, our board of directors approved a plan for the repurchase of
up to an aggregate of $50.0 million of our common stock and warrants, which the
Company may repurchase from time to time until December 31, 2008. The plan calls
for the repurchases of both common stock and warrants to be made in the open
market or privately negotiated transactions in compliance with Rule 10b-18 under
the Securities Exchange Act of 1934, as amended, to the extent applicable,
subject to market and business conditions, applicable legal requirements and
other factors. The plan will be implemented by our management at its discretion.
The plan calls for the repurchased shares and warrants to be retired as soon as
practicable following the repurchase. The plan does not obligate us to purchase
any particular number of shares, and may be suspended at any time in our sole
discretion in accordance with Rule 10b-18. As of December 31, 2008, we
repurchased 1,247,000 shares of common stock for an aggregate purchase price of
$8.0 million, equal to $6.40 per share and 1,362,500 warrants for an aggregate
purchases price of $5.5 million, equal to $4.02 per warrant.




In March
2009, we entered into agreements with our lenders to obtain waivers for certain
covenants including minimum asset coverage covenants contained in our loan
agreements.  Under the terms of our waiver agreements with our
lenders, payment of dividends and repurchases of our shares and warrants are
subject to the prior written consent of our lenders.  Please see "Item
5. Operating and Financial Review and Prospects – Liquidity and Capital
Resources – Senior Secured Credit Facilities."




27


As of
December 31, 2008 and April 9, 2009, 12,721,350 warrants had been converted into
shares of common stock resulting in proceeds to us of $101.8
million.




B.
Business overview




Introduction




We are an
international company providing worldwide transportation of drybulk commodities
through our vessel-owning subsidiaries for a broad range of customers of major
and minor bulk cargoes including iron ore, coal, grain, cement and fertilizer.
We were incorporated in the Marshall Islands on December 13, 2006 as a
wholly-owned subsidiary of Star Maritime Acquisition Corp., or Star Maritime. We
merged with Star Maritime on November 30, 2007 and commenced operations on
December 3, 2007, which was the date we took delivery of our first
vessel.




Our
Fleet




We own
and operate a fleet of 12 vessels consisting of four Capesize and eight Supramax
drybulk carriers with an average age of 10.0 years and a combined cargo carrying
capacity of approximately 1.1 million dwt. Our fleet carries a variety of
drybulk commodities including coal, iron ore, and grains, or major bulks, as
well as bauxite, phosphate, fertilizers and steel products, or minor bulks. We
charter all of our vessels on medium- to long-term time charters with terms of
approximately one to five years, other than the Star Alpha,which is
currently employed under a COA.




The
following table represents a list of all of the vessels in our fleet as of April
9, 2009:




Vessel
      Name
                Vessel
                  Type
                
                Size
                  (dwt.)
                
                Year
                  Built
                
                Daily
                  Gross
      Hire Rate
                
                Type/
                  Remaining
      TermStar Alpha(ex A
      Duckling)(1)
                Capesize
                
                
                175,075
                
                1992
                
                
                N/A
                
                COAStar Beta (ex B
      Duckling)(2)
                Capesize
                
                
                174,691
                
                1993
                
                $
                32,500
                
                Time
      charter/
                  0.9
      yearsStar Gamma (ex C
      Duckling)
                Supramax
                
                
                53,098
                
                2002
                
                $
                38,000
                (6)
                Time
      charter/
                  2.7
      yearsStar Delta (ex F
      Duckling)(3)
                Supramax
                
                
                52,434
                
                2000
                
                $
                11,250
                
                Time
      charter/
                  0.7
      yearStar Epsilon(ex G
      Duckling)
                Supramax
                
                
                52,402
                
                2001
                
                $
                32,400
                
                Time
      charter/
                  4.7
      yearsStar Zeta(ex I
      Duckling)
                Supramax
                
                
                52,994
                
                2003
                
                $
                42,500
                
                Time
      charter/
                  2.0
      yearsStar Theta(ex J
      Duckling)
                Supramax
                
                
                52,425
                
                2003
                
                $
                8,200
                
                Time
      charter/
                  0.02
      yearStar Kappa(ex E
      Duckling)
                Supramax
                
                
                52,055
                
                2001
                
                $
                47,800
                
                Time
      charter/
                  1.4
      yearsStar Sigma(ex
      Sinfonia)(4)
                Capesize
                
                
                184,403
                
                1991
                
                $
                63,000
                (6)
                Time
      charter/
                  2.8
      yearsStar Omicron(ex Nord
      Wave)
                Supramax
                
                
                53,489
                
                2005
                
                $
                43,000
                
                Time
      charter/
                  1.8
      yearsStar Cosmo (ex
      Victoria)
                Supramax
                
                
                52,247
                
                2005
                
                $
                39,868
                (6)
                Time
      charter/
                  1.8
      yearsStar Ypsilon(ex Falcon
      Cape)
                Capesize
                
                
                150,940
                
                1991
                
                $
                91,932
                (6)
                Time
      charter/
                  2.2
      yearsRecently
      SoldStar Iota(ex Mommy
      Duckling)(5)
                Panamax
                
                
                78,585
                
                1983
                
                $
                18,000






28






(1)
            Star Alpha recently
      underwent unscheduled repairs which resulted in a 25 day off-hire period.
      Following the completion of repairs, Star Alpha was
      redelivered to us by its charterers approximately one month prior to the
      earliest redelivery date allowed under the time charter agreement. Prior
      to the redelivery, arbitration proceedings had commenced pursuant to
      disputes that had arisen with the charterers of Star Alpha. The
      disputes relate to vessel performance characteristics and hire. The
      arbitration panel is also handling additional proceedings between third
      parties that sub-chartered the vessel. We notified the charterers of the
      vessel that we intend to seek additional damages in connection with the
      early redelivery of Star Alpha in the
      current arbitration proceedings.




On
January 20, 2009, we entered into a contract of affreightment, or COA, with
Companhia Vale do Rio Doce. Under the terms of the COA, we expect to transport
approximately 700,000 metric tons of iron ore between Brazil and China in four
separate Capesize vessel shipments with the first shipment scheduled in the
first quarter of 2009. On February 5, 2009, we committed Star Alphato the first
shipment under the COA.




(2)
            On
      February 10, 2009, we entered into a 13 to 15 month time charter agreement
      for Star
      Beta at a gross daily rate of $32,500. The vessel was delivered to
      the new charterer on February 14,
2009.




(3)
            On
      January 30, 2009, we entered into a one year time charter agreement
      for Star Deltaat a gross daily rate of $11,250. The vessel was delivered to the
      new charterer on February 7, 2009.




(4)
            Star Sigma,which was
      on time charter to a Japanese charterer at a gross daily charter rate of
      $100,000 per day until March 1, 2009 (earliest redelivery), was
      redelivered to us earlier pursuant to an agreement whereby the charterer
      agreed to pay the contracted rate less $8,000 per day, which is the
      approximate operating cost for the vessel, from the date of the actual
      redelivery in November 2008 through March 1, 2009. We received payment in
      full and the vessel was traded in the spot market at a rate of
      approximately $14,100 per day, which resulted in revenue for the vessel
      that is effectively higher than it would have been under the original
      charter at the rate of $100,000. In March 2009, the vessel was delivered
      to its new charterers and commenced a three year time charter at a gross
      daily average charter rate of
$63,000.




(5)
            On
      April 24, 2008, we entered into an agreement to sell Star Iotafor gross
      proceeds of $18.4 million less $1.8 million in costs associated with the
      sale. We delivered this vessel to its purchasers on October 6,
      2008.




(6)
            Calculated
      by taking the average daily gross hire rate over the term of the
      charter.




We
actively manage the deployment of our fleet on time charters, which generally
can last up to several years. Currently, all of our vessels are employed on
medium to long-term time charters other than Star Alpha, which is
currently employed under a COA. A time charter is generally a contract to
charter a vessel for a fixed period of time at a set daily
rate.  Under time charters, the charterer pays voyage expenses such as
port, canal and fuel costs.  We pay for vessel operating expenses,
which include crew costs, provisions, deck and engine stores, lubricating oil,
insurance, maintenance and repairs, as well as for commissions.  We
are also responsible for the drydocking costs relating to each vessel. COAs
relate to the carriage of multiple cargoes over the same route and enables the
COA holder to nominate different ships to perform individual voyages.
Essentially, it constitutes a number of voyage charters to carry a specified
amount of cargo during the term of the COA, which usually spans a number of
years. All of the vessel's operating, voyage and capital costs are borne by the
ship owner. The freight rate is generally set on a per cargo ton
basis.




Our
vessels operate worldwide within the trading limits imposed by our insurance
terms and do not operate in areas where United States, European Union or United
Nations sanctions have been imposed.




Competition




Demand
for drybulk carriers fluctuates in line with the main patterns of trade of the
major drybulk cargoes and varies according to changes in the supply and demand
for these items. We compete with other owners of drybulk carriers in the
Capesize, and Supramax size sectors. Ownership of drybulk carriers is highly
fragmented and is divided among approximately 1,500 independent drybulk carrier owners.
We compete for charters on the basis of price, vessel location, size, age and
condition of the vessel, as well as on our reputation as an owner and
operator.






29




Our
wholly owned subsidiary, Star Bulk Management arranges our charters (whether
voyage charters, period time charters, bareboat charters or pools) through the
use of a worldwide network of shipbrokers, who negotiate the terms of the
charters based on market conditions.  These shipbrokers advise Star
Bulk Management on a continuous basis of the availability of cargo for any
particular vessel. There may be several shipbrokers involved in any one charter.
The negotiation for a charter typically begins prior to the completion of the
previous charter in order to avoid any idle time. The terms of the charter are
based on industry standards.




Customers




As of
December 31, 2008, our vessels were chartered as follows: Worldlink Shipping
Limited for Star Alpha,
Compania Vale do Rio Doce for StarBeta, TMT, for Star Gamma, ESSAR Shipping
Ltd. for Star Delta,
North China Shipping Limited Bahamas for Star Epsilon, Norden A/S for
Star Zeta, Hyundai
Merchant Marine for Star
Theta,Ishaar Overseas for Star Kappa, BHP Billiton
for Star Sigma,
GMI Ltd. for Star Omicron,Korea Line Corp. for Star Cosmo and Vinyl
Navigation Inc., or Vinyl Navigation, for Star
Ypsilon.  Please see Item 7 "Major Shareholders and Related
Party Transactions – Related Party Transactions."




Management
of the Fleet




As of
December 31, 2008, we had twenty-two employees. Twenty of our employees, through
Star Bulk Management, were engaged in the day to day management of the vessels
in our fleet. Star Bulk Management performs operational and technical management
services for the vessels in our fleet, including chartering, marketing, capital
expenditures, personnel, accounting, paying vessel taxes and maintaining
insurance.  Our Chief Executive Officer and Chief Financial Officer
are also the senior management of Star Bulk Management. Star Bulk Management
employs such number of additional shore-based executives and employees designed
to ensure the efficient performance of its activities.




We
reimburse and/or advance funds as necessary to Star Bulk Management in order for
it to conduct its activities and discharge its obligations, at
cost.  We also maintain working capital reserves as may be agreed
between us and Star Bulk Management from time to time.




Star Bulk
Management is responsible for the management of the vessels. Star Bulk
Management's responsibilities include, inter alia, locating, purchasing,
financing and selling vessels, deciding on capital expenditures for the vessels,
paying vessels' taxes, negotiating charters for the vessels, managing the mix of
various types of charters, developing and managing the relationships with
charterers and the operational and technical management of the vessels.
Technical management includes maintenance, drydocking, repairs, insurance,
regulatory and classification society compliance, arranging for and managing
crews, appointing technical consultants and providing technical
support.




Star Bulk
Management currently subcontracts the technical and crew management of our
vessels to Bernhardt Schulte Shipmanagement Ltd., or Bernhardt, and Union
Commercial Inc, or Union.




We have
entered into agreements with Bernhardt for the technical management of all of
the vessels in our fleet other than the Star Cosmo. Under these
agreements we pay Bernhardt an aggregate annual management fee ranging from
$90,000 to $110,000 per vessel. Each agreement continues indefinitely unless
either party terminates the agreement upon three months' written notice or a
certain termination event occurs.




30


We have
entered into an agreement with Union for the technical management of the Star Cosmo. Under the
agreement, we pay a daily fee of $450, which is reviewed two months before the
beginning of each calendar year. The agreement continues indefinitely unless
either party terminates the agreement upon two months' written notice or a
certain termination event occurs.




Under an
agreement dated May 4, 2007, we appointed Combine Marine S.A., or Combine, a
company affiliated with Mr. Tsirigakis, our Chief Executive Officer, Mr. Pappas,
the Chairman of our Board and one of our directors and Mr. Christos Anagnostou,
a former officer of Star Maritime, as interim manager of the vessels in the
initial fleet.  Under the agreement, Combine provided interim
technical management and associated services, including legal services, to the
vessels in exchange for a flat fee of $10,000 per vessel prior to delivery and
at a daily fee of $450 per vessel during the term of the agreement until such
time as the technical management of the vessel is transferred to another
technical management company.  Combine was entitled to be reimbursed
at cost by us for any and all expenses incurred by them in the management of the
vessels and was obligated to provide us the full benefit of all discounts and
rebates enjoyed by them. The term of the agreement was for one year from the
date of delivery of each vessel.  As of December 31, 2008, none of our
vessels were managed by Combine.




Crewing




Star Bulk
Management is responsible for recruiting, either directly or through a technical
manager or a crew manager, the senior officers and all other crew members for
the vessels in our fleet.  Star Bulk Management has the responsibility
to ensure that all seamen have the qualifications and licenses required to
comply with international regulations and shipping conventions, and that the
vessels are manned by experienced and competent and trained
personnel.  Star Bulk Management is also responsible for insuring that
seafarers' wages and terms of employment conform to international standards or
to general collective bargaining agreements to allow unrestricted worldwide
trading of the vessels.  Star Bulk Management has subcontracted the
crewing of our entire fleet to Bernhart and Union.




The
International Drybulk Shipping Industry




Drybulk
cargo is cargo that is shipped in large quantities and can be easily stowed in a
single hold with little risk of cargo damage. In 2008, based on preliminary
figures, Drewry estimates that approximately 3.2 billion tons of drybulk cargo
was transported by sea, comprising approximately one-third of all international
seaborne trade.




The
demand for drybulk carrier capacity is determined by the underlying demand for
commodities transported in drybulk carriers, which in turn is influenced by
trends in the global economy. The demand for drybulk carriers is determined by
the volume and geographical distribution of seaborne dry bulk trade, which in
turn is influenced by trends in the global economy. During the 1980s and 1990s
seaborne dry bulk trade increased by 1-2% per annum. However, between 2000 and
2008, seaborne dry bulk trade increased at a compound annual growth rate of
4.8%. Although no final data is available for dry bulk seaborne trade in 2008 it
is clear that the slowdown in the world economy has had an adverse impact on
trade and the provisional growth rates for 2008 of 4.2% are well below those
recorded in 2007.




The
global drybulk carrier fleet may be divided into four categories based on a
vessel's carrying capacity.  These categories consist of:




●
            Capesize
      vessels, which have carrying capacities of more than
      85,000 dwt. These vessels generally operate along long-haul iron ore and
      coal trade routes. There are relatively few ports around the world with
      the infrastructure to accommodate vessels of this
  size.




31


●
            Panamax
      vessels have a carrying capacity of between 60,000 and 85,000 dwt. These
      vessels carry coal, grains, and, to a lesser extent, minor bulks,
      including steel products, forest products and fertilizers. Panamax vessels
      are able to pass through the Panama Canal making them more versatile than
      larger vessels.




●
            Handymax
      vessels have a carrying capacity of between 35,000 and 60,000 dwt. The
      subcategory of vessels that have a carrying capacity of between 45,000 and
      60,000 dwt are called Supramax. These vessels operate along a large number
      of geographically dispersed global trade routes mainly carrying grains and
      minor bulks. Vessels below 60,000 dwt are sometimes built with on-board
      cranes enabling them to load and discharge cargo in countries and ports
      with limited infrastructure.




●
            Handysize
      vessels have a carrying capacity of up to 35,000 dwt. These vessels carry
      exclusively minor bulk cargo. Increasingly, these vessels have operated
      along regional trading routes. Handysize vessels are well suited for small
      ports with length and draft restrictions that may lack the infrastructure
      for cargo loading and unloading.




The
supply of drybulk carriers is dependent on the delivery of new vessels and the
removal of vessels from the global fleet, either through scrapping or
loss.  As of end of February 2009, the global drybulk carrier
orderbook amounted to 294.0 million dwt, or 70% of the existing fleet at that
time, with most vessels on the orderbook expected to be delivered within 48
months. The level of scrapping activity is generally a function of scrapping
prices in relation to current and prospective charter market conditions, as well
as operating, repair and survey costs. Drybulk carriers at or over 25 years old
are considered to be scrapping candidate vessels.




Charterhire
Rates




Charterhire
rates paid for drybulk carriers are primarily a function of the underlying
balance between vessel supply and demand, although at times other factors may
play a role. Furthermore, the pattern seen in charter rates is broadly mirrored
across the different charter types and between the different drybulk carrier
categories. However, because demand for larger drybulk carriers is affected by
the volume and pattern of trade in a relatively small number of commodities,
charterhire rates (and vessel values) of larger ships tend to be more volatile
than those for smaller vessels.




In the
time charter market, rates vary depending on the length of the charter period
and vessel specific factors such as age, speed and fuel consumption. In the
voyage charter market, rates are influenced by cargo size, commodity, port dues
and canal transit fees, as well as delivery and redelivery regions. In general,
a larger cargo size is quoted at a lower rate per ton than a smaller cargo size.
Routes with costly ports or canals generally command higher rates than routes
with low port dues and no canals to transit.




Voyages
with a load port within a region that includes ports where vessels usually
discharge cargo or a discharge port within a region with ports where vessels
load cargo also are generally quoted at lower rates, because such voyages
generally increase vessel utilization by reducing the unloaded portion (or
ballast leg) that is included in the calculation of the return charter to a
loading area.




Within
the drybulk shipping industry, the charterhire rate references most likely to be
monitored are the freight rate indices issued by the Baltic Exchange. These
references are based on actual charterhire rates under charter entered into by
market participants as well as daily assessments provided to the Baltic Exchange
by a panel of major shipbrokers. The Baltic Panamax Index is the index with the
longest history. The Baltic Capesize Index and Baltic Handymax Index are of more
recent origin.




32


According
to Drewry, charterhire rates have fallen sharply from the highs recorded in
2008. The Baltic Dry Index, or BDI, a daily average of charter rates in 26
shipping routes measured on a time charter and voyage basis and covering
Supramax, Panamax, and Capesize drybulk carriers, declined from a high of 11,793
in May 2008 to 1986 at the end of February 2009 after reaching a low of 663 in
December 2008, which represents a decline of 94%. The BDI fell over 70% in
October 2008 alone.




Vessel
Prices




Newbuilding
prices are determined by a number of factors, including the underlying balance
between shipyard output and capacity, raw material costs, freight markets and
sometimes exchange rates. In the last few years high levels of new ordering were
recorded across all sectors of shipping. As a result, most of the major
shipyards in Japan, South Korea and China have full orderbooks until the end of
2010, although the downturn in freight rates and the lack of funding to the
wider global financial crisis will lead to some of these orders being cancelled
or delayed.




Newbuilding
prices have increased significantly since 2003, due to tightness in shipyard
capacity, high levels of new ordering and stronger freight rates. However, with
the sudden and steep decline in freight rates, secondhand values and lack of new
vessel ordering, newbuilding prices have started to decline.




In the
secondhand market, the steep increase in newbuilding prices and the strength of
the charter market have also affected values, to the extent that prices rose
sharply in 2004/2005, before dipping in the early part of 2006, only to rise
thereafter to new highs in the first half of 2008. However, the sudden and sharp
downturn in freight rates since August 2008 has had a very negative impact on
secondhand values.




Environmental
and Other Regulations




Government
regulation significantly affects the ownership and operation of our vessels. We
are subject to international conventions and treaties, national, state and local
laws and regulations in force in the countries in which our vessels may operate
or are registered relating to safety and health and environmental protection
including the storage, handling, emission, transportation and discharge of
hazardous and non-hazardous materials, and the remediation of contamination and
liability for damage to natural resources. Compliance with such laws,
regulations and other requirements entails significant expense, including vessel
modifications and implementation of certain operating procedures.




A variety
of government and private entities subject our vessels to both scheduled and
unscheduled inspections. These entities include the local port authorities
(United States Coast Guard, harbor master or equivalent), classification
societies; flag state administrations (country of registry) and charterers,
particularly terminal operators. Certain of these entities require us to obtain
permits, licenses and certificates for the operation of our vessels. Failure to
maintain necessary permits or approvals could require us to incur substantial
costs or temporarily suspend the operation of one or more of our
vessels.




We
believe that the heightened level of environmental and quality concerns among
insurance underwriters, regulators and charterers is leading to greater
inspection and safety requirements on all vessels and may accelerate the
scrapping of older vessels throughout the dry bulk shipping industry. Increasing
environmental concerns have created a demand for vessels that conform to the
stricter environmental standards. We are required to maintain operating
standards for all of our vessels that emphasize operational safety, quality
maintenance, continuous training of our officers and crews and compliance with
United States and international regulations. We believe that the operation of
our vessels is in substantial compliance with applicable environmental laws and
regulations and that our vessels have all material permits, licenses,
certificates or other authorizations necessary for the conduct of our operations.
However, because such laws and regulations are frequently changed and may impose
increasingly stricter requirements, we cannot predict the ultimate cost of
complying with these requirements, or the impact of these requirements on the
resale value or useful lives of our vessels.  In addition, a future
serious marine incident that causes significant adverse environmental impact
could result in additional legislation or regulation that could negatively
affect our profitability.




33






International
Maritime Organization




The
International Maritime Organization, the United Nations agency for maritime
safety and the prevention of pollution by ships, or the IMO, has adopted the
International Convention for the Prevention of Marine Pollution, 1973, as
modified by the related Protocol of 1978 relating thereto, which has been
updated through various amendments, or the MARPOL Convention.  The
MARPOL Convention establishes environmental standards relating to oil leakage or
spilling, garbage management, sewage, air emissions, handling and disposal of
noxious liquids and the handling of harmful substances in packaged
forms.  The IMO adopted regulations that set forth pollution
prevention requirements applicable to dry bulk carriers.  These
regulations have been adopted by over 150 nations, including many of the
jurisdictions in which our vessels operate.




In
September 1997, the IMO adopted Annex VI to the MARPOL Convention, Regulations
for the Prevention of Pollution from Ships, to address air pollution from ships.
Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide
emissions from all commercial vessel exhausts and prohibits deliberate emissions
of ozone depleting substances (such as halons and chlorofluorocarbons),
emissions of volatile compounds from cargo tanks, and the shipboard incineration
of specific substances. Annex VI also includes a global cap on the sulfur
content of fuel oil and allows for special areas to be established with more
stringent controls on sulfur emissions. We believe that all our vessels are
currently compliant in all material respects with these regulations. Additional
or new conventions, laws and regulations may be adopted that could require the
installation of expensive emission control systems and could adversely affect
our business, results of operations, cash flows and financial condition. In
October 2008, the IMO adopted amendments to Annex VI regarding nitrogen oxide
and sulfur oxide emissions standards which are expected to enter into force on
July 1, 2010. The amended Annex VI would reduce air pollution from vessels by,
among other things, (i) implementing a progressive reduction of sulfur oxide
emissions from ships, with the global sulfur cap reduced initially to 3.50%
(from the current cap of 4.50%), effective from January 1, 2012, then
progressively to 0.50%, effective from January 1, 2020, subject to a feasibility
review to be completed no later than 2018; and (ii) establishing new tiers of
stringent nitrogen oxide emissions standards for new marine engines, depending
on their date of installation. Once these amendments become effective, we may
incur costs to comply with these revised standards. Also in October 2008, the
United States became a party to the MARPOL Convention by depositing an
instrument of ratification with the IMO for the amended Annex VI, thereby
rendering U.S. air emissions standards equivalent to IMO
requirements.




Safety
Management System Requirements




IMO also
adopted the International Convention for the Safety of Life at Sea, or SOLAS and
the International Convention on Load Lines, or the LL Convention, which impose a
variety of standards that regulate the design and operational features of ships.
The IMO periodically revises the SOLAS and LL Convention standards. We believe
that all our vessels are in material compliance with SOLAS and LL Convention
standards.




Under
Chapter IX of SOLAS, the International Safety Management Code for the Safe
Operation of Ships and for Pollution Prevention, or ISM Code, our operations are
also subject to environmental standards and requirements contained in the ISM
Code promulgated by the IMO. The ISM Code requires the party
with operational control of a vessel to develop an extensive safety management
system that includes, among other things, the adoption of a safety and
environmental protection policy setting forth instructions and procedures for
operating its vessels safely and describing procedures for responding to
emergencies. We rely upon the safety management system that we and our technical
manager have developed for compliance with the ISM Code.  The failure
of a ship owner or bareboat charterer to comply with the ISM Code may subject
such party to increased liability, may decrease available insurance coverage for
the affected vessels and may result in a denial of access to, or detention in,
certain ports. As of the date of this filing, each of our vessels is ISM
code-certified.






34




The ISM
Code requires that vessel operators obtain a safety management certificate for
each vessel they operate. This certificate evidences compliance by a vessel's
management with the ISM Code requirements for a safety management system. No
vessel can obtain a safety management certificate unless its manager has been
awarded a document of compliance, issued by each flag state, under the ISM Code.
Our appointed ship managers have obtained documents of compliance for their
offices and safety management certificates for all of our vessels for which the
certificates are required by the IMO. The document of compliance, or the DOC,
and ship management certificate, or the SMC, are renewed every five years but
the DOC is subject to audit verification annually and the SMC at least every 2.5
years.




Pollution
Control and Liability Requirements




IMO has
negotiated international conventions that impose liability for oil pollution in
international waters and the territorial waters of the signatory to such
conventions. For example, IMO adopted an International Convention for the
Control and Management of Ships' Ballast Water and Sediments, or the BWM
Convention, in February 2004. The BWM Convention's implementing regulations call
for a phased introduction of mandatory ballast water exchange requirements
(beginning in 2009), to be replaced in time with mandatory concentration limits.
The BWM Convention will not become effective until 12 months after it has been
adopted by 30 states, the combined merchant fleets of which represent not less
than 35% of the gross tonnage of the world's merchant shipping. To date there
has not been sufficient adoption of this standard for it to take
force.




Although
the United States is not a party to these conventions, many countries have
ratified and follow the liability plan adopted by the IMO and set out in the
International Convention on Civil Liability for Oil Pollution Damage of 1969, as
amended in 2000, or the CLC. Under this convention and depending on whether the
country in which the damage results is a party to the 1992 Protocol to the CLC,
a vessel's registered owner is strictly liable for pollution damage caused in
the territorial waters of a contracting state by discharge of persistent oil,
subject to certain defenses.  The limits on liability outlined in the
1992 Protocol use the International Monetary Fund currency unit of Special
Drawing Rights, or SDR. Under an amendment to the 1992 Protocol that became
effective on November 1, 2003, for vessels between 5,000 and 140,000 gross
tons (a unit of measurement for the total enclosed spaces within a vessel),
liability is limited to approximately $6.67 million (4.51 million SDR) plus $934
(631 SDR) for each additional gross ton over 5,000. For vessels of over 140,000
gross tons, liability is limited to $132.81 million (89.77 million
SDR).  As the convention calculates liability in terms of a basket of
currencies, these figures are based on currency exchange rates of 0.66177 SDR
per Dollar on March 20, 2009. The right to limit liability is forfeited under
the CLC where the spill is caused by the ship owner's actual fault and under the
1992 Protocol where the spill is caused by the ship owner's intentional or
reckless conduct. Vessels trading with states that are parties to these
conventions must provide evidence of insurance covering the liability of the
owner. In jurisdictions where the CLC has not been adopted, various legislative
schemes or common law govern, and liability is imposed either on the basis of
fault or in a manner similar to that of the convention. We believe that our
protection and indemnity insurance will cover the liability under the plan
adopted by the IMO.




35


In March
2006, the IMO amended Annex I to MARPOL, including a new regulation relating to
oil fuel tank protection, which became effective August 1, 2007.  The
new regulation will apply to various ships delivered on or after August 1,
2010.  It includes requirements for the protected location of the fuel
tanks, performance standards for accidental oil fuel outflow, a tank capacity
limit and certain other maintenance, inspection and engineering
standards.




The IMO
adopted the International Convention on Civil Liability for Bunker Oil Pollution
Damage, or the Bunker Convention, to impose strict liability on ship owners for
pollution damage in jurisdictional waters of ratifying states caused by
discharges of bunker fuel. The Bunker Convention, which became effective on
November 21, 2008, requires registered owners of ships over 1,000 gross tons to
maintain insurance for pollution damage in an amount equal to the limits of
liability under the applicable national or international limitation regime (but
not exceeding the amount calculated in accordance with the Convention on
Limitation of Liability for Maritime Claims of 1976, as
amended).  With respect to non-ratifying states, liability for spills
or releases of oil carried as fuel in ship's bunkers typically is determined by
the national or other domestic laws in the jurisdiction where the events or
damages occur.




IMO
regulations also require owners and operators of vessels to adopt Ship Oil
Pollution Emergency Plans. Periodic training and drills for response personnel
and for vessels and their crews are required.




Anti-Fouling
Requirements




In 2001,
the IMO adopted the International Convention on the Control of Harmful
Anti-fouling Systems on Ships, or the Anti-fouling Convention.  The
Anti-fouling Convention prohibits the use of organotin compound coatings to
prevent the attachment of mollusks and other sea life to the hulls of vessels
after September 1, 2003.  The exteriors of vessels constructed prior
to January 1, 2003 that have not been in drydock must, as of September 17, 2008,
either not contain the prohibited compounds or have coatings applied to the
vessel exterior that act as a barrier to the leaching of the prohibited
compounds.  Vessels of over 400 gross tons engaged in international
voyages must obtain an International Anti-fouling System Certificate and undergo
a survey before the vessel is put into service or when the anti-fouling systems
are altered or replaced.




Compliance
Enforcement




The flag
state, as defined by the United Nations Convention on Law of the Sea, has
overall responsibility for the implementation and enforcement of international
maritime regulations for all ships granted the right to fly its flag. The
"Shipping Industry Guidelines on Flag State Performance" evaluates flag states
based on factors such as sufficiency of infrastructure, ratification of
international maritime treaties, implementation and enforcement of international
maritime regulations, supervision of surveys, casualty investigations and
participation at IMO meetings. Our vessels are flagged in the Marshall Islands.
Marshall Islands-flagged vessels have historically received a good assessment in
the shipping industry.  We recognize the importance of a credible flag
state and do not intend to use flags of convenience or flag states with poor
performance indicators.




Noncompliance
with the ISM Code or other IMO regulations may subject the ship owner or
bareboat charterer to increased liability, may lead to decreases in available
insurance coverage for affected vessels and may result in the denial of access
to, or detention in, some ports. The U.S. Coast Guard and European Union
authorities have indicated that vessels not in compliance with the ISM Code by
the applicable deadlines will be prohibited from trading in U.S. and European
Union ports, respectively.
As of the date of this report, each of our vessels is ISM Code
certified.  However, there can be no assurance that such certificate
will be maintained.






36




The IMO
continues to review and introduce new regulations. It is impossible to predict
what additional regulations, if any, may be passed by the IMO and what effect,
if any, such regulations might have on our operations.




The U.S. Oil Pollution Act of
1990 and Comprehensive
Environmental Response, Compensation and Liability Act




The U.S.
Oil Pollution Act of 1990, or OPA, established an extensive regulatory and
liability regime for the protection and cleanup of the environment from oil
spills. OPA affects all owners and operators whose vessels trade in the United
States, its territories and possessions or whose vessels operate in United
States waters, which includes the United States' territorial sea and its two
hundred nautical mile exclusive economic zone.  The United States has
also enacted the Comprehensive Environmental Response, Compensation and
Liability Act, or CERCLA, which applies to the discharge of hazardous substances
other than oil, whether on land or at sea.  Both OPA and CERCLA impact
our operations.




Under
OPA, vessel owners, operators and bareboat charterers are "responsible parties"
and are jointly, severally and strictly liable (unless the spill results solely
from the act or omission of a third party, an act of God or an act of war) for
all containment and clean-up costs and other damages arising from discharges or
threatened discharges of oil from their vessels. OPA defines these other damages
broadly to include:




·
            natural
      resources damage and the costs of assessment
  thereof;




·
            real
      and personal property damage;




·
            net
      loss of taxes, royalties, rents, fees and other lost
    revenues;




·
            lost
      profits or impairment of earning capacity due to property or natural
      resources damage;




·
            net
      cost of public services necessitated by a spill response, such as
      protection from fire, safety or health hazards;
  and




·
            loss
      of subsistence use of natural
resources.




Under
amendments to OPA that became effective on July 11, 2006, the liability of
responsible parties is limited to the greater of $950 per gross ton or
$0.8 million per non-tank (e.g. dry bulk) vessel that is over 300 gross
tons (subject to periodic adjustment for inflation). CERCLA, which applies to
owners and operators of vessels, contains a similar liability regime and
provides for cleanup, removal and natural resource damages.  Liability
under CERCLA is limited to the greater of $300 per gross ton or $5 million for
vessels carrying a hazardous substance as cargo and the greater of $300 per
gross ton or $0.5 million for any other vessel.  These limits of
liability do not apply if an incident was directly caused by violation of
applicable U.S. federal safety, construction or operating regulations or by a
responsible party's gross negligence or willful misconduct, or if the
responsible party fails or refuses to report the incident or to cooperate and
assist in connection with oil removal activities.




We
currently maintain pollution liability coverage insurance in the amount of
$1 billion per incident for each of our vessels. If the damages from a
catastrophic spill were to exceed our insurance coverage it could have an
adverse effect on our business and results of operation.




37


OPA also
requires owners and operators of vessels to establish and maintain with the U.S.
Coast Guard evidence of financial responsibility sufficient to meet their
potential liabilities under OPA and CERCLA.  On October 17, 2008, the
U.S. Coast Guard regulatory requirements under OPA and CERCLA were amended to
require evidence of financial responsibility in amounts that reflect the higher
limits of liability imposed by the 2006 amendments to OPA, as described above.
The increased amounts became effective on January 15, 2009.  In
addition, on September 24, 2008, the U.S. Coast Guard proposed adjustments to
the limits of liability for non-tank vessels that would further increase the
limits to the greater of $1,000 per gross ton or $848,000 and establish a
procedure for adjusting the limits for inflation every three
years.  The Coast Guard is currently soliciting comments on the
proposal.  Under the regulations, vessel owners and operators may
evidence their financial responsibility by showing proof of insurance, surety
bond, self-insurance or guaranty. Under OPA, an owner or operator of a fleet of
vessels is required only to demonstrate evidence of financial responsibility in
an amount sufficient to cover the vessels in the fleet having the greatest
maximum liability under OPA.




The U.S.
Coast Guard's regulations concerning certificates of financial responsibility
provide, in accordance with OPA, that claimants may bring suit directly against
an insurer or guarantor that furnishes certificates of financial responsibility.
In the event that such insurer or guarantor is sued directly, it is prohibited
from asserting any contractual defense that it may have had against the
responsible party and is limited to asserting those defenses available to the
responsible party and the defense that the incident was caused by the willful
misconduct of the responsible party. Certain organizations, which had typically
provided certificates of financial responsibility under pre-OPA laws, including
the major protection and indemnity organizations, have declined to furnish
evidence of insurance for vessel owners and operators if they are subject to
direct actions or are required to waive insurance policy defenses.




The U.S.
Coast Guard's financial responsibility regulations may also be satisfied by
evidence of surety bond, guaranty or by self-insurance. Under the self-insurance
provisions, the ship owner or operator must have a net worth and working
capital, measured in assets located in the United States against liabilities
located anywhere in the world, that exceeds the applicable amount of financial
responsibility. We have complied with the U.S. Coast Guard regulations by
providing a certificate of responsibility from third party entities that are
acceptable to the U.S. Coast Guard evidencing sufficient
self-insurance.




OPA
specifically permits individual states to impose their own liability regimes
with regard to oil pollution incidents occurring within their boundaries, and
some states have enacted legislation providing for unlimited liability for oil
spills. In some cases, states, which have enacted such legislation, have not yet
issued implementing regulations defining vessels owners' responsibilities under
these laws. We intend to comply with all applicable state regulations in the
ports where our vessels call.  We believe that we are in substantial
compliance with all applicable existing state requirements. In addition, we
intend to comply with all future applicable state regulations in the ports where
our vessels call.




Other
Environmental Initiatives




The U.S.
Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances
in U.S. navigable waters unless authorized by a duly-issued permit or exemption,
and imposes strict liability in the form of penalties for any unauthorized
discharges. The CWA also imposes substantial liability for the costs of removal,
remediation and damages and complements the remedies available under OPA and
CERCLA. In addition, most U.S. states that border a navigable waterway have
enacted environmental pollution laws that impose strict liability on a person
for removal costs and damages resulting from a discharge of oil or a release of
a hazardous substance. These laws may be more stringent than U.S. federal
law.




38


The U.S.
Environmental Protection Agency, or EPA, historically exempted the discharge of
ballast water and other substances incidental to the normal operation of vessels
in U.S. waters from CWA permitting requirements. However, on March 31, 2005, a
U.S. District Court ruled that the EPA exceeded its authority in creating an
exemption for ballast water. On September 18, 2006, the court issued an order
invalidating the exemption in the EPA's regulations for all discharges
incidental to the normal operation of a vessel as of September 30, 2008, and
directed the EPA to develop a system for regulating all discharges from vessels
by that date. The District Court's decision was affirmed by the Ninth Circuit
Court of Appeals on July 23, 2008. The Ninth Circuit's ruling meant that owners
and operators of vessels traveling in U.S. waters would soon be required to
comply with the CWA permitting program to be developed by the EPA or face
penalties.




In
response to the invalidation and removal of the EPA's vessel exemption by the
Ninth Circuit, the EPA has enacted rules governing the regulation of ballast
water discharges and other discharges incidental to the normal operation of
vessels within U.S. waters. Under the new rules, which took effect February 6,
2009, commercial vessels 79 feet in length or longer (other than commercial
fishing vessels), or Regulated Vessels, are required to obtain a CWA permit
regulating and authorizing such normal discharges. This permit, which the EPA
has designated as the Vessel General Permit for Discharges Incidental to the
Normal Operation of Vessels, or VGP, incorporates the current U.S. Coast Guard
requirements for ballast water management as well as supplemental ballast water
requirements, and includes limits applicable to 26 specific discharge streams,
such as deck runoff, bilge water and gray water.




For each
discharge type, among other things, the VGP establishes effluent limits
pertaining to the constituents found in the effluent, including best management
practices, or BMPs, designed to decrease the amount of constituents entering the
waste stream. Unlike land-based discharges, which are deemed acceptable by
meeting certain EPA-imposed numerical effluent limits, each of the 26 VGP
discharge limits is deemed to be met when a Regulated Vessel carries out the
BMPs pertinent to that specific discharge stream. The VGP imposes additional
requirements on certain Regulated Vessel types, that emit discharges unique to
those vessels. Administrative provisions, such as inspection, monitoring,
recordkeeping and reporting requirements are also included for all Regulated
Vessels.




On August
31, 2008, the District Court ordered that the date for implementation of the VGP
be postponed from September 30, 2008 until December 19, 2008. This date was
further postponed until February 6, 2009 by the District Court. Although the VGP
became effective on February 6, 2009, the VGP application procedure, known as
the Notice of Intent, or NOI, has yet to be finalized. Accordingly, Regulated
Vessels will effectively be covered under the VGP from February 6, 2009 until
June 19, 2009, at which time the "eNOI" electronic filing interface will become
operational. Thereafter, owners and operators of Regulated Vessels must file
their NOIs prior to September 19, 2009, or the Deadline. Any Regulated Vessel
that does not file an NOI by the Deadline will, as of that date, no longer be
covered by the VGP and will not be allowed to discharge into U.S. navigable
waters until it has obtained a VGP. Any Regulated Vessel that was delivered on
or before the Deadline will receive final VGP permit coverage on the date that
the EPA receives such Regulated Vessel's complete NOI. Regulated Vessels
delivered after the Deadline will not receive VGP permit coverage until 30 days
after their NOI submission. Our fleet is composed entirely of Regulated Vessels,
and we intend to submit NOIs for each vessel in our fleet as soon after June 19,
2009 as practicable.




In
addition, pursuant to section 401 of the CWA which requires each state to
certify federal discharge permits such as the VGP, certain states have enacted
additional discharge standards as conditions to their certification of the VGP.
These local standards bring the VGP into compliance with more stringent state
requirements, such as those further restricting ballast water discharges and
preventing the introduction of non-indigenous species considered to be invasive.
The VGP and its state-specific regulations
and any similar restrictions enacted in the future will increase the costs of
operating in the relevant waters.






39




The U.S.
Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and
1990, or the CAA, requires the EPA to promulgate standards applicable to
emissions of volatile organic compounds and other air contaminants. Our vessels
are subject to vapor control and recovery requirements for certain cargoes when
loading, unloading, ballasting, cleaning and conducting other operations in
regulated port areas. Our vessels that operate in such port areas with
restricted cargoes are equipped with vapor recovery systems that satisfy these
requirements. The CAA also requires states to draft State Implementation Plans,
or SIPs, designed to attain national health-based air quality standards in
primarily major metropolitan and/or industrial areas. Several SIPs regulate
emissions resulting from vessel loading and unloading operations by requiring
the installation of vapor control equipment. As indicated above, our vessels
operating in covered port areas are already equipped with vapor recovery systems
that satisfy these existing requirements.




As
referenced above, the amended Annex VI to the IMO's MARPOL Convention, which
addresses air pollution from ships, was ratified by the United States on October
9, 2008 and entered into force domestically on January 8, 2009. The EPA and the
state of California, however, have each proposed more stringent regulations of
air emissions from ocean-going vessels. On July 24, 2008, the California Air
Resources Board of the State of California, or CARB, approved clean-fuel
regulations applicable to all vessels sailing within 24 miles of the California
coastline whose itineraries call for them to enter any California ports,
terminal facilities, or internal or estuarine waters. The new CARB regulations
require such vessels to use low sulfur marine fuels rather than bunker fuel. By
July 1, 2009, such vessels are required to switch either to marine gas oil with
a sulfur content of no more than 1.5% or marine diesel oil with a sulfur content
of no more than 0.5%. By 2012, only marine gas oil and marine diesel oil fuels
with 0.1% sulfur will be allowed. CARB unilaterally approved the new regulations
in spite of legal defeats at both the district and appellate court levels, but
more legal challenges are expected to follow. If CARB prevails and the new
regulations go into effect as scheduled on July 1, 2009, in the event our
vessels were to travel within such waters, these new regulations would require
significant expenditures on low-sulfur fuel and would increase our operating
costs. Finally, although the more stringent CARB regime was technically
superseded when the United States ratified and implemented the amended Annex VI,
the possible declaration of various U.S. coastal waters as Emissions Control
Areas may in turn bring U.S. emissions standards into line with the new CARB
regulations, which would cause us to incur further costs.




The U.S.
National Invasive Species Act, or NISA, was enacted in 1996 in response to
growing reports of harmful organisms being released into U.S. ports through
ballast water taken on by ships in foreign ports. NISA established a ballast
water management program for ships entering U.S. waters. Under NISA, mid-ocean
ballast water exchange is voluntary, except for ships heading to the Great Lakes
or Hudson Bay, or vessels engaged in the foreign export of Alaskan North Slope
crude oil. However, NISA's reporting and record-keeping requirements are
mandatory for vessels bound for any port in the United States. Although ballast
water exchange is the primary means of compliance with the act's guidelines,
compliance can also be achieved through the retention of ballast water on board
the ship, or the use of environmentally sound alternative ballast water
management methods approved by the U.S. Coast Guard. If the mid-ocean ballast
exchange is made mandatory throughout the United States, or if water treatment
requirements or options are instituted, the cost of compliance could increase
for ocean carriers. Although we do not believe that the costs of compliance with
a mandatory mid-ocean ballast exchange would be material, it is difficult to
predict the overall impact of such a requirement on the dry bulk shipping
industry. The U.S. House of Representatives has recently passed a bill that
amends NISA by prohibiting the discharge of ballast water unless it has been
treated with specified methods or acceptable alternatives. Similar bills have
been introduced in the U.S. Senate, but we cannot predict which
bill, if any, will be enacted into law. In the absence of federal standards,
states have enacted legislation or regulations to address invasive species
through ballast water and hull cleaning management and permitting requirements.
For instance, the state of California has recently enacted legislation extending
its ballast water management program to regulate the management of "hull
fouling" organisms attached to vessels and adopted regulations limiting the
number of organisms in ballast water discharges. In addition, in November 2008
the Sixth Circuit affirmed a District Court's dismissal of challenges to the
state of Michigan's ballast water management legislation mandating the use of
various techniques for ballast water treatment. Other states may proceed with
the enactment of similar requirements that could increase the costs of operating
in state waters.






40




Our
operations occasionally generate and require the transportation, treatment and
disposal of both hazardous and non-hazardous solid wastes that are subject to
the requirements of the U.S. Resource Conservation and Recovery Act or
comparable state, local or foreign requirements. In addition, from time to time
we arrange for the disposal of hazardous waste or hazardous substances at
offsite disposal facilities. If such materials are improperly disposed of by
third parties, we may still be held liable for clean up costs under applicable
laws.




European
Union Regulations




In 2005,
the European Union adopted a directive on ship-source pollution, imposing
criminal sanctions for intentional, reckless or negligent pollution discharges
by ships. The directive could result in criminal liability for pollution from
vessels in waters of European countries that adopt implementing
legislation.  Criminal liability for pollution may result in
substantial penalties or fines and increased civil liability
claims.




Greenhouse
Gas Regulation




In
February 2005, the Kyoto Protocol to the United Nations Framework Convention on
Climate Change, or the Kyoto Protocol, entered into force. Pursuant to the Kyoto
Protocol, adopting countries are required to implement national programs to
reduce emissions of certain gases, generally referred to as greenhouse gases,
which are suspected of contributing to global warming. Currently, the emissions
of greenhouse gases from international shipping are not subject to the Kyoto
Protocol. However, the European Union has indicated that it intends to propose
an expansion of the existing European Union emissions trading scheme to include
emissions of greenhouse gases from vessels. In the United States, the Attorneys
General from 16 states and a coalition of environmental groups in April 2008
filed a petition for a writ of mandamus, or petition, with the DC Circuit Court
of Appeals, or the DC Circuit, to request an order requiring the EPA to regulate
greenhouse gas emissions from ocean-going vessels under the Clean Air Act.
Although the DC Circuit denied the petition in June 2008, any future passage of
climate control legislation or other regulatory initiatives by the IMO, European
Union or individual countries where we operate that restrict emissions of
greenhouse gases could entail financial impacts on our operations that we cannot
predict with certainty at this time.




Vessel
Security Regulations




Since the
terrorist attacks of September 11, 2001, there have been a variety of
initiatives intended to enhance vessel security. On November 25, 2002, the U.S.
Maritime Transportation Security Act of 2002, or the MTSA came into effect. To
implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard
issued regulations requiring the implementation of certain security requirements
aboard vessels operating in waters subject to the jurisdiction of the United
States. Similarly, in December 2002, amendments to SOLAS created a new chapter
of the convention dealing specifically with maritime security. The new chapter
became effective in July 2004 and imposes various detailed security obligations on
vessels and port authorities, most of which are contained in the newly created
International Ship and Port Facilities Security Code, or the ISPS Code. The ISPS
Code is designed to protect ports and international shipping against terrorism.
After July 1, 2004, to trade internationally, a vessel must attain an
International Ship Security Certificate from a recognized security organization
approved by the vessel's flag state. Among the various requirements
are:






41




·
            on-board
      installation of automatic identification systems to provide a means for
      the automatic transmission of safety-related information from among
      similarly equipped ships and shore stations, including information on a
      ship's identity, position, course, speed and navigational
      status;




·
            on-board
      installation of ship security alert systems, which do not sound on the
      vessel but only alert the authorities on
shore;




·
            the
      development of vessel security
plans;




·
            ship
      identification number to be permanently marked on a vessel's
      hull;




·
            a
      continuous synopsis record kept onboard showing a vessel's history
      including the name of the ship and of the state whose flag the ship is
      entitled to fly, the date on which the ship was registered with that
      state, the ship's identification number, the port at which the ship is
      registered and the name of the registered owner(s) and their registered
      address; and




·
            compliance
      with flag state security certification
  requirements.




The U.S.
Coast Guard regulations, intended to align with international maritime security
standards, exempt from MTSA vessel security measures non-U.S. vessels that have
on board, as of July 1, 2004, a valid International Ship Security Certificate
attesting to the vessel's compliance with SOLAS security requirements and the
ISPS Code. Our managers intend to implement the various security measures
addressed by MTSA, SOLAS and the ISPS Code, and we intend that our fleet will
comply with applicable security requirements. We have implemented the various
security measures addressed by the MTSA, SOLAS and the ISPS Code.




Inspection
by Classification Societies




Every
oceangoing vessel must be "classed" by a classification society. The
classification society certifies that the vessel is "in class," signifying that
the vessel has been built and maintained in accordance with the rules of the
classification society and complies with applicable rules and regulations of the
vessel's country of registry and the international conventions of which that
country is a member. In addition, where surveys are required by international
conventions and corresponding laws and ordinances of a flag state, the
classification society will undertake them on application or by official order,
acting on behalf of the authorities concerned.




The
classification society also undertakes on request other surveys and checks that
are required by regulations and requirements of the flag state. These surveys
are subject to agreements made in each individual case and/or to the regulations
of the country concerned.




For
maintenance of the class certification, regular and extraordinary surveys of
hull, machinery, including the electrical plant, and any special equipment
classed are required to be performed as follows:




Annual Surveys. For seagoing
ships, annual surveys are conducted for the hull and the machinery, including
the electrical plant and where applicable for special equipment classed, at
intervals of 12 months from the date of commencement of the class period
indicated in the certificate.




Intermediate Surveys.
Extended annual surveys are referred to as intermediate surveys and typically
are conducted two and one-half years after commissioning and each class renewal.
Intermediate surveys may be carried out on the occasion of the second or third
annual survey.






42




Class Renewal Surveys. Class
renewal surveys, also known as special surveys, are carried out for the ship's
hull, machinery, including the electrical plant, and for any special equipment
classed, at the intervals indicated by the character of classification for the
hull. At the special survey the vessel is thoroughly examined, including
audio-gauging to determine the thickness of the steel structures. Should the
thickness be found to be less than class requirements, the classification
society would prescribe steel renewals. The classification society may grant a
one-year grace period for completion of the special survey. Substantial amounts
of money may have to be spent for steel renewals to pass a special survey if the
vessel experiences excessive wear and tear. In lieu of the special survey every
four or five years, depending on whether a grace period was granted, a ship
owner has the option of arranging with the classification society for the
vessel's hull or machinery to be on a continuous survey cycle, in which every
part of the vessel would be surveyed within a five-year cycle. At an owner's
application, the surveys required for class renewal may be split according to an
agreed schedule to extend over the entire period of class. This process is
referred to as continuous class renewal.




All areas
subject to survey as defined by the classification society are required to be
surveyed at least once per class period, unless shorter intervals between
surveys are prescribed elsewhere. The period between two subsequent surveys of
each area must not exceed five years.




Most
vessels are also drydocked every 30 to 36 months for inspection of the
underwater parts and for repairs related to inspections. If any defects are
found, the classification surveyor will issue a "recommendation" which must be
rectified by the ship owner within prescribed time limits.




Most
insurance underwriters make it a condition for insurance coverage that a vessel
be certified as "in class" by a classification society which is a member of the
International Association of Classification Societies. All our vessels are
certified as being "in class" by Lloyd's Register of Shipping. All new and
secondhand vessels that we purchase must be certified prior to their delivery
under our standard purchase contracts and memorandum of agreement. If the vessel
is not certified on the date of closing, we have no obligation to take delivery
of the vessel.




Risk
of Loss and Liability Insurance




General




The
operation of any dry bulk vessel includes risks such as mechanical failure,
collision, property loss, cargo loss or damage and business interruption due to
political circumstances in foreign countries, hostilities and labor strikes. In
addition, there is always an inherent possibility of marine disaster, including
oil spills and other environmental mishaps, and the liabilities arising from
owning and operating vessels in international trade. OPA, which imposes
virtually unlimited liability upon owners, operators and demise charterers of
vessels trading in the United States exclusive economic zone for certain oil
pollution accidents in the United States, has made liability insurance more
expensive for ship owners and operators trading in the United States
market.




While we
maintain hull and machinery insurance, war risks insurance, protection and
indemnity cover, increased value insurance and freight, demurrage and defense
cover for our operating fleet in amounts that we believe to be prudent to cover
normal risks in our operations, we may not be able to achieve or maintain this
level of coverage throughout a vessel's useful life. Furthermore, while we
believe that our present insurance coverage is adequate, not all risks can be
insured, and there can be no guarantee that any
specific claim will be paid, or that we will always be able to obtain adequate
insurance coverage at reasonable rates.






43




Hull
& Machinery and War Risks Insurance




We
maintain marine hull and machinery and war risks insurance, which cover the risk
of actual or constructive total loss, for all of our vessels. Our vessels are
each covered up to at least fair market value with deductibles of $75,000 to
$150,000 per vessel per incident. We also maintain increased value coverage for
most of our vessels. Under this increased value coverage, in the event of total
loss of a vessel, we will be able to recover the sum insured under the increased
value policy in addition to the sum insured under the hull and machinery policy.
Increased value insurance also covers excess liabilities which are not
recoverable under our hull and machinery policy by reason of
under-insurance.




Protection
and Indemnity Insurance




Each of
our vessels is entered either with the Standard Club or with the Britannia Club,
or the Clubs, for third party liability marine insurance coverage. The Clubs are
mutual insurance vehicles. As a member of the Clubs, we are insured, subject to
agreed deductibles, and our terms of entry, for our legal liabilities and
expenses arising out of our interest in an entered ship, out of events occurring
during the period of entry of the ship in the Club and in connection with the
operation of the ship, against the risks specified in the rules of the Club.
These risks include liabilities arising from death of crew and passengers, loss
or damage to cargo, collisions, property damage, oil pollution and wreck
removal.




The
Standard Club and the Britannia Club benefit from membership of the
International Group of P&I Clubs (the International Group) for their main
reinsurance program (see below), coupled with their own complementary insurance
program for additional risks.




The
Club's policy year commences on February 20th of each year. Calls levied are by
way of Estimated Total Premiums (ETP), with the amount of the final installment
of the ETP being varied according to the actual total premium ultimately
required by the Club for a particular policy year. Members have a liability to
pay supplementary calls which might be levied by the Board of the Club if the
ETP is insufficient to cover the Club's outgoings.




Insurance
coverage is limited to an unspecified sum, being the amount available from
reinsurance plus the maximum amount collectable from members of the
International Group by way of 'overspill' calls. This is currently around $5.5
billion. There are, however, certain exceptions. Owners are presently covered
for claims in respect of oil pollution up to a limit of $1.0 billion. Also, from
2007/2008 policy year a new limit has been introduced on insurance coverage for
passenger and crew claims, with a sub-limit of $2.0 billion for passenger
claims.




Under the
International Group reinsurance program each P&I Club in the International
Group currently bears the first $7.0 million of each and every claim. The excess
of every claim over $7.0 million up to $50.0 million is shared by the Clubs
under a Pooling Agreement. The excess of each claim over $50.0 million is
reinsured by the International Group under the General Excess of Loss
Reinsurance Contract. This policy presently provides a further $3.0 billion of
insurance coverage. Claims which exceed this figure are pooled by way of
'overspill' calls as described above.




Permits
and Authorizations




We are
required by various governmental and quasi-governmental agencies to obtain
certain permits, licenses and certificates with respect to our vessels. The
kinds of permits, licenses and certificates
required depend upon several factors, including the commodity transported, the
waters in which the vessel operates, the nationality of the vessel's crew and
the age of a vessel. We have been able to obtain all permits, licenses and
certificates currently required to permit our vessels to operate. Additional
laws and regulations, environmental or otherwise, may be adopted which could
limit our ability to do business or increase the cost of our doing
business.






44




C.
Organizational structure




As of
December 31, 2008, the Company is the sole owner of all of the outstanding
shares of the subsidiaries listed in Note 1 of our consolidated financial
statements under Item 18. "Financial Statements."




D.
Property, plant and equipment




We do not
own any real property. Our interests in the vessels in our fleet are our only
material properties. See Item 4. "Information on the Company—Our
Fleet".




Item
4A. Unresolved Staff Comments




None.




Item
5. Operating and Financial Review and Prospects




Overview




The
following management's discussion and analysis of financial condition and
results of operations should be read in conjunction with "Item 3. Key
Information – Selected Financial Data", "Item 4. Information on the Company" and
our historical consolidated financial statements and accompanying notes included
elsewhere in this report. This discussion contains forward-looking statements
that reflect our current views with respect to future events and financial
performance. Our actual results may differ materially from those anticipated in
these forward-looking statements as a result of certain factors, such as those
set forth in the section entitled "Risk Factors" and elsewhere in this
report.




We are an
international company providing worldwide transportation solutions in the
drybulk sector through our vessels-owning subsidiaries for a broad range of
customers of major and minor bulk cargoes including iron ore, coal, grain,
cement, fertilizer, along worldwide shipping routes.




A.
Operating Results




Factors
Affecting Our Results of Operations




We
charter all of our vessels on medium- to long-term time charters with terms of
approximately one to five years other than the Star Alpha, which is
currently employed, under a COA. Under our time charters, the charterer
typically pays us a fixed daily charterhire rate and bears all voyage expenses,
including the cost of bunkers (fuel oil) and port and canal charges. We remain
responsible for paying the chartered vessel's operating expenses, including the
cost of crewing, insuring, repairing and maintaining the vessel, the costs of
spares and consumable stores, tonnage taxes and other miscellaneous expenses,
and we also pay commissions to affiliated and unaffiliated ship brokers and to
in-house brokers associated with the charterer for the arrangement of the
relevant charter.  COAs relate to the carriage of multiple cargoes
over the same route and enables the COA holder to nominate different ships to
perform individual voyages. Essentially, it constitutes a number of voyage
charters to carry a specified amount of cargo during
the term of the COA, which usually spans a number of years. All of the vessel's
operating, voyage and capital costs are borne by the ship owner. The freight
rate is generally set on a per cargo ton basis.  Although the vessels
in our fleet are primarily employed on medium- to long-term time charters
ranging from one to five years, we may employ these and additional vessels under
COAs, bareboat charters, in the spot market or in drybulk carrier pools in the
future.






45




We
believe that the important measures for analyzing trends in the results of
operations consist of the following:




·
            Average number of
      vessels is the number of vessels that constituted our fleet for the
      relevant period, as measured by the sum of the number of days each vessel
      was a part of our fleet during the period divided by the number of
      calendar days in that period.




·
            Ownership days are the
      total calendar days each vessel in the fleet was owned by us for the
      relevant period.




·
            Available daysare the
      total calendar days the vessels were in possession for the relevant period
      after subtracting for off-hire days with major repairs drydocking or
      special or intermediate surveys or transfer of
  ownership.




·
            Voyage daysare the
      total days the vessels were in our possession for the relevant period
      after subtracting all off-hire days incurred for any reason (including
      off-hire for drydocking, major repairs, special or intermediate
      surveys).




·
            Fleet utilization is
      calculated by dividing voyage days by available days for the relevant
      period and takes into account the dry-docking
  periods.




The
following table reflects our voyage days, ownership days, fleet utilization and
TCE rates for the periods indicated:




(In thousands of
      Dollars)Year
      Ended
                
                
                Year
      EndedDecember
      31, 2007
                
                
                December
      31, 2008Average
      number of vessels
                
                
                0.21
                
                
                
                10.76Number
      of vessels
                
                
                4
                
                
                
                12Average
      age of operational fleet
                
                
                8.0
                
                
                
                9.7Ownership
      days
                
                
                75
                
                
                
                3,933Available
      days
                
                
                71
                
                
                
                3,712Voyage
      days for fleet
                
                
                69
                
                
                
                3,618Fleet
      Utilization
                
                
                93
                %
                
                
                98
                %Time
      charter equivalent rate
                
                $
                31,203
                
                
                $
                42,799





Time
Charter Equivalent (TCE)




Time charter equivalent rate, or TCE
rate, is a measure of the average daily revenue performance of a vessel
on a per voyage basis. Our method of calculating TCE rate is determined by
dividing voyage revenues (net of voyage expenses and amortization of fair value
of above/below market acquired time charter agreements) by voyage days for the
relevant time period. Voyage expenses primarily consist of port, canal and fuel
costs that are unique to a particular voyage, which would otherwise be paid by
the charterer under a time charter contract, as well as commissions. TCE rate is
a standard shipping industry performance measure used primarily to compare
period-to-period changes in a shipping company's performance despite changes in
the mix of charter types (i.e., spot charters, time charters and bareboat
charters) under which the vessels may be employed between the
periods.  We included TCE revenues, a non-GAAP
measure, as it provides additional meaningful information in conjunction with
voyage revenues, the most directly comparable GAAP measure, because it assists
our management in making decisions regarding the deployment and use of our
vessels and in evaluating their financial performance.  TCE rate is
also included herein because it is a standard shipping industry performance
measure used primarily to compare period-to-period changes in a shipping
company's performance despite changes in the mix of charter types (i.e. spot
charters, time charters and bareboat charters) under which the vessels may be
employed between the periods and because we believe that it presents useful
information to investors.






46




The
following table reflects the calculation of our TCE rates and reconciliation of
TCE revenue as reflected in the consolidated statement of income:


(In
      thousands of Dollars)Year
      Ended
                      
                      
                      Year
      EndedDecember
      31, 2007
                      
                      
                      December
      31, 2008Voyage
      revenues
                      
                      
                      3,633
                      
                      
                      
                      238,883Less:Voyage
      expenses
                      
                      
                      (43
                      )
                      
                      
                      (3,504
                      )Amortization
      of fair value of above/below market acquired time charter
      agreements
                      
                      
                      (1,437
                      )
                      
                      
                      (80,533
                      )Time
      Charter equivalent revenues
                      
                      
                      2,153
                      
                      
                      
                      154,846Total
      voyage days for fleet
                      
                      
                      69
                      
                      
                      
                      3,618Time
      charter equivalent (TCE) rate (in Dollars)
                      
                      
                      31,203
                      
                      
                      
                      42,799




Voyage
Revenues




Voyage
revenues are driven primarily by the number of vessels in our fleet, the number
of voyage days and the amount of daily charterhire, or time charter equivalent,
that our vessels earn under period charters, which, in turn, are affected by a
number of factors, including our decisions relating to vessel acquisitions and
disposals, the amount of time that we spend positioning our vessels, the amount
of time that our vessels spend in drydock undergoing repairs, maintenance and
upgrade work, the age, condition and specifications of our vessels, levels of
supply and demand in the seaborne transportation market and other factors
affecting spot market charter rates for vessels.




Vessels
operating on time charters for a certain period of time provide more predictable
cash flows over that period of time, but can yield lower profit margins than
vessels operating in the spot charter market during periods characterized by
favorable market conditions. Vessels operating in the spot charter market
generate revenues that are less predictable but may enable us to capture
increased profit margins during periods of improvements in charter rates
although we would be exposed to the risk of declining vessel rates, which may
have a materially adverse impact on our financial performance. If we employ
vessels on period time charters, future spot market rates may be higher or lower
than the rates at which we have employed our vessels on period time
charters.




Vessel
Voyage Expenses




Voyage
expenses include port and canal charges, fuel (bunker) expenses and brokerage
commissions payable to related and third parties.




Our
voyage expenses primarily consist of commissions paid for the chartering of our
vessels.






47


Vessel
Operating Expenses




Vessel
operating expenses include crew wages and related costs, the cost of insurance
and vessel registry, expenses relating to repairs and maintenance, the costs of
spares and consumable stores, tonnage taxes, regulatory fees, technical
management fees and other miscellaneous expenses. Other factors beyond our
control, some of which may affect the shipping industry in general, including,
for instance, developments relating to market prices for crew wages, bunkers and
insurance, may also cause these expenses to increase. Technical vessel managers
established an operating expense budget for each vessel and perform the
day-to-day management of the vessels. Star Bulk Management monitors the
performance of each of the technical vessel managers by comparing actual vessel
operating expenses with the operating expense budget for each vessel. We are
responsible for the costs of any deviations from the budgeted
amounts.




Depreciation




We
depreciate our vessels on a straight-line basis over their estimated useful
lives determined to be 25 years from the date of their initial delivery from the
shipyard. Depreciation is based on cost less the estimated residual
value.




Vessel
Management




We
actively manage the deployment of our fleet on time charters, which generally
can last up to several years. Currently, all of our vessels are employed on
medium- to long-term time charters other than the Star Alpha, which is
currently employed under a COA. A time charter is generally a contract to
charter a vessel for a fixed period of time at a set daily rate. Under time
charters, the charterer pays voyage expenses such as port, canal and fuel costs.
We pay for vessel operating expenses, which include crew costs, provisions, deck
and engine stores, lubricating oil, insurance, maintenance and repairs, as well
as for commissions. We are also responsible for the drydocking costs relating to
each vessel. COAs relate to the carriage of multiple cargoes over the same route
and enables the COA holder to nominate different ships to perform individual
voyages. Essentially, it constitutes a number of voyage charters to carry a
specified amount of cargo during the term of the COA, which usually spans a
number of years. All of the vessel's operating, voyage and capital costs are
borne by the ship owner. The freight rate is generally set on a per cargo ton
basis.




Our
vessels operate worldwide within the trading limits imposed by our insurance
terms and do not operate in areas where United States, European Union or United
Nations sanctions have been imposed.




As of
December 31, 2008, we had twenty-two employees. Twenty of our employees, through
Star Bulk Management, are engaged in the day to day management of the vessels in
our fleet. Our wholly-owned subsidiary, Star Bulk Management performs
operational and technical management services for the vessels in our fleet. Our
Chief Executive Officer and Chief Financial Officer are also the senior
management of Star Bulk Management. Star Bulk Management employs such number of
additional shore-based executives and employees designed to ensure the efficient
performance of its activities.




We
reimburse and/or advance funds as necessary to Star Bulk Management in order for
it to conduct its activities and discharge its obligations, at cost. We also
maintain working capital reserves as may be agreed between us and Star Bulk
Management from time to time.




48


Star Bulk
Management is responsible for the management of the vessels. Star Bulk
Management's responsibilities include, inter alia, locating, purchasing,
financing and selling vessels, deciding on capital expenditures for the vessels,
paying vessels' taxes, negotiating charters for the vessels, managing the mix of
various types of charters, developing and managing the relationships with
charterers and the operational and technical management of the vessels.
Technical management includes maintenance, drydocking, repairs, insurance,
regulatory and classification society compliance, arranging for and managing
crews, appointing technical consultants and providing technical
support.  Please see Item 4. "Information on the Company – History and
development of the Company – Management of the Fleet" for a discussion of our
management fees.




General
and Administrative Expenses




We incur
general and administrative expenses, including our onshore personnel related
expenses, legal and accounting expenses.




Interest
and Finance Costs




We defer
financing fees and expenses incurred upon entering into our credit facility and
amortize them to interest and financing costs over the term of the underlying
obligation using the effective interest method.




Interest
income




We earn
interest income on our cash deposits with our lenders.  Interest
income was $1.2 million for the year ended December 31, 2008.




Inflation




Inflation
does not have a material effect on our expenses given current economic
conditions. In the event that significant global inflationary pressures appear,
these pressures would increase our operating, voyage, administrative and
financing costs.




Special
or Intermediate Survey and Drydocking Costs




Beginning
with our first fiscal quarter ended March 31, 2008, we changed our policy for
accounting for vessel drydocking costs from the deferral method, under which
drydocking costs are deferred and amortized over the estimated period of benefit
between drydockings, to the direct expense method, under which we expense all
drydocking costs as incurred.




We did
not incur any drydocking costs prior to the first quarter of 2008; therefore,
there was no impact on the Company's prior consolidated financial statements as
a result of the adoption of this change in policy for the year ended December
31, 2007. The Company believes that the new direct expensing method eliminates
the significant amount of subjectivity that is needed to determine which costs
and activities related to drydocking should be deferred.






49




Lack
of Historical Operating Data for Vessels before Their Acquisition by
Us




Consistent
with shipping industry practice, other than inspection of the physical condition
of the vessels and examinations of classification society records, there is no
historical financial due diligence process when we acquire vessels. Accordingly,
we do not obtain the historical operating data for the vessels from the sellers
because that information is not material to our decision to make vessel acquisitions,
nor do we believe it would be helpful to potential investors in our stock in
assessing our business or profitability. Most vessels are sold under a
standardized agreement, which, among other things, provides the buyer with the
right to inspect the vessel and the vessel's classification society records. The
standard agreement does not give the buyer the right to inspect, or receive
copies of, the historical operating data of the vessel. Prior to the delivery of
a purchased vessel, the seller typically removes from the vessel all records,
including past financial records and accounts related to the vessel. In
addition, the technical management agreement between the seller's technical
manager and the seller is automatically terminated and the vessel's trading
certificates are revoked by its flag state following a change in
ownership.




Consistent
with shipping industry practice, we treat the acquisition of a vessel (whether
acquired with or without charter) as the acquisition of an asset rather than a
business, which we believe to be in accordance with applicable US GAAP and
Commission rules. Where a vessel has been under a voyage charter, the vessel is
delivered to the buyer free of charter, and it is rare in the shipping industry
for the last charterer of the vessel in the hands of the seller to continue as
the first charterer of the vessel in the hands of the buyer. All of the vessels
in our current fleet have been acquired with time charters attached, with the
exception of the Star Beta,the Star Sigma
and the Star Omicron.
In most cases, when a vessel is under time charter and the buyer wishes to
assume that charter, the vessel cannot be acquired without the charterer's
consent and the buyer entering into a separate direct agreement (called a
"novation agreement") with the charterer to assume the charter. The purchase of
a vessel itself does not transfer the charter because it is a separate service
agreement between the vessel owner and the charterer.




Where we
identify any intangible assets or liabilities associated with the acquisition of
a vessel, we allocate the purchase price of acquired tangible and intangible
assets based on their relative fair values. Where we have assumed an existing
charter obligation or entered into a time charter with the existing charterer in
connection with the purchase of a vessel with the time charter agreement at
charter rates that are less than market charter rates, we record a liability,
based on the difference between the assumed charter agreement rate and the
market charter rate for an equivalent charter agreement. Conversely, where we
assume an existing charter obligation or enter into a time charter with the
existing charterer in connection with the purchase of a vessel with the charter
agreement at charter rates that are above prevailing market charter rates, we
record an asset, based on the difference between the market charter rate and the
assumed contracted charter rate for an equivalent vessel. This determination is
made at the time the vessel is delivered to us, and such assets and liabilities
are amortized to revenue over the remaining period of the charter.




From
December 3, 2007 to March 31, 2008, we took delivery of nine secondhand vessels,
the Star Alpha, the
Star Beta, the Star Gamma, the Star Delta, the Star Epsilon, the Star Zeta, the Star Theta, the Star Kappa and the Star Iota, all with charter
party arrangements attached with the exception of the Star
Beta.  However, the Star Iota which was
classified as a vessel held for sale upon its delivery to us and was measured at
the lower of its carrying amount or fair value less costs to sell.




50






Following
the consummation of the Redomiciliation Merger, we took delivery from TMT, the
vessels indicated in Note 1 of our consolidated financial statements pursuant to
the Master Agreement other than the Star Kappa which was acquired
from TMT separately. The aggregate purchase price paid to TMT consisted of both
cash and 12,537,645 of our common shares. The fair value of the common shares
issued to TMT was based on the closing share price of our common shares on the
delivery date of each vessel.  As additional consideration for the
eight vessels, we agreed to issue 1,606,962 additional shares of our common
stock to TMT in two installments as follows: (i) 803,481 additional shares of
our common stock, no more than 10 business days following the filing of our
Annual Report on Form 20-F for the fiscal year ended December 31, 2007, and (ii)
803,481 additional shares of our common stock, no more than 10 business days
following the filing of our Annual Report on Form 20-F for the fiscal year ended
December 31, 2008.  The shares in respect of the first installment
were issued to a nominee of TMT on July 17, 2008.  The total
consideration for the Star
Epsilon, the Star
Theta and the Star
Beta, three vessels of initial fleet delivered to us during December
2007, was $166.8 million. In addition, on December 3, 2007, we entered into an
agreement to acquire the Star
Kappafrom TMT for $72.0 million, an additional vessel not included in
the initial fleet, which was delivered to us on December 14, 2007.




During
2007, we acquired three drybulk carriers, the Star Epsilon, the Star Theta and the Star Kappa, with attached
time charter contracts, which we agreed to assume through arrangements with the
respective charterers. Upon delivery of the above vessels, we evaluated the
charter contract and assumed and recognized (a) an asset of approximately $2.0
million for one of the vessels with a corresponding decrease in the vessel'
purchase price and (b) a liability of approximately $26.8 million for the other
two vessels with a corresponding increase in the vessels' purchase
price.




On
January 22, 2008, we entered into an agreement to acquire the Star Sigma, a 1991 built
Capesize drybulk carrier for the aggregate purchase price of $82.6 million,
which includes a discount of $1.1 million related to the late delivery of the
vessel to us by the Sellers, with a cargo carrying capacity of approximately
184,403 dwt.




On March
11, 2008, we entered into an agreement to acquire Star Omicron, a 2005 built
Supramax drybulk carrier for the aggregate purchase price of $72.0 million with
a cargo carry capacity of approximately 53,489 dwt.




On May
22, 2008, we entered into an agreement to acquire Star Cosmo, a 2005 built
Supramax drybulk carrier for the aggregate purchase price of $70.2 million,
which includes a $1.4 million payment by us to the seller as additional
compensation for the early delivery of the vessel to us, with a cargo carry
capacity of approximately 52,247 dwt.




On June
3, 2008, we entered into an agreement to acquire Star Ypsilon, a 1991 built
Capsize drybulk carrier for the aggregate purchase price of $86.9 million which
includes a discount of $0.3 million related to the late delivery of the vessel
to us by the seller, with a cargo carry capacity of approximately 150,940
dwt.




When we
purchase a vessel and assume or renegotiate a related time charter, we must take
the following steps before the vessel will be ready to commence
operations:




·
            obtain
      the charterer's consent to us as the new
owner;




·
            obtain
      the charterer's consent to a new technical
  manager;




·
            in
      some cases, obtain the charterer's consent to a new flag for the
      vessel;




·
            arrange
      for a new crew for the vessel, and where the vessel is on charter, in some
      cases, the crew must be approved by the
  charterer;




·
            replace
      all hired equipment on board, such as gas cylinders and communication
      equipment;






51




·
            negotiate
      and enter into new insurance contracts for the vessel through our own
      insurance brokers;




·
            register
      the vessel under a flag state and perform the related inspections in order
      to obtain new trading certificates from the flag
  state;




·
            implement
      a new planned maintenance program for the vessel;
  and




·
            ensure
      that the new technical manager obtains new certificates for compliance
      with the safety and vessel security regulations of the flag
      state.




The
following discussion is intended to help you understand how acquisitions of
vessels affect our business and results of operations.




Our
business is comprised of the following main elements:




·
            employment
      and operation of our drybulk vessels;
and




·
            management
      of the financial, general and administrative elements involved in the
      conduct of our business and ownership of our drybulk
    vessels.




·
            The
      employment and operation of our vessels require the following main
      components:




·
            vessel
      maintenance and repair;




·
            crew
      selection and training;




·
            vessel
      spares and stores supply;




·
            contingency
      response planning;




·
            onboard
      safety procedures auditing;




·
            accounting;




·
            vessel
      insurance arrangement;




·
            vessel
      chartering;




·
            vessel
      security training and security response plans
  (ISPS);




·
            obtain
      ISM certification and audit for each vessel within the six months of
      taking over a vessel;




·
            vessel
      hire management;




·
            vessel
      surveying; and




·
            vessel
      performance monitoring.






52




The
management of financial, general and administrative elements involved in the
conduct of our business and ownership of our vessels requires the following main
components:




·
            management
      of our financial resources, including banking relationships (i.e.,
      administration of bank loans and bank
accounts);




·
            management
      of our accounting system and records and financial
    reporting;




·
            administration
      of the legal and regulatory requirements affecting our business and
      assets; and


·
            management
      of the relationships with our service providers and
    customers.




The
principal factors that affect our profitability, cash flows and shareholders'
return on investment include:




·
            rates
      and periods of charterhire;




·
            levels
      of vessel operating expenses;




·
            depreciation
      and amortization expenses;




·
            financing
      costs; and




·
            fluctuations
      in foreign exchange rates.




Critical
Accounting Policies




We make
certain estimates and judgments in connection with the preparation of our
consolidated financial statements, which are prepared in accordance with
accounting principles generally accepted in the United States, or US GAAP, that
affect the reported amount of assets and liabilities, revenues and expenses and
related disclosure of contingent assets and liabilities at the date of our
consolidated financial statements. Actual results may differ from these
estimates under different assumptions or conditions.




Critical
accounting policies are those that reflect significant judgments or
uncertainties, and potentially result in materially different results under
different assumptions and conditions. We have described below what it believes
will be the most critical accounting policies that involve a high degree of
judgment and the methods of their application.




Impairment of long-lived
assets.We follow SFAS No. 144 "Accounting for the Impairment
or Disposal of Long-lived Assets," which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. The standard
requires that long-lived assets and certain identifiable intangibles held and
used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable. When the estimate of undiscounted cash flows, excluding interest
charges, expected to be generated by the use of the asset is less than its
carrying amount, we should evaluate the asset for an impairment loss.
Measurement of the impairment loss is based on the fair value. In this respect,
management regularly reviews the carrying amount of the vessels on vessel by
vessel basis when events and circumstances indicate that the carrying amount of
the vessels might not be recoverable.  As of December 31, 2008,
we performed an impairment review of our vessels due to the global economic
downturn and the prevailing conditions in the shipping industry.  We
compared undiscounted cash flows to the carrying values for our vessels to
determine if the assets were impaired.  Our management's subjective
judgment is required in making assumptions that are used in forecasting future
operating results used in this method.  Such judgment is based on
historical trends as well as future expectations regarding future charter rates,
vessel operating expenses and fleet utilization that were applied over the
remaining useful life of the vessel.  Expected expenditures for scheduled
vessels' maintenance and vessels' operating expenses are based on historical
data and adjusted annually for inflation.  The Company has assumed no
change in the remaining useful life of the current fleet.  These estimates
are consistent with the plans and forecasts used by management to conduct our
business.  As a result of this analysis, no assets were considered to
be impaired, and we did not recognize any impairment charge for our vessels
other than one vessel which was classified as held for sale during the year
ended December 31, 2008.




53


Vessel
Acquisitions.  Vessels are stated at cost, which consists of
the purchase price and any material expenses incurred upon acquisition, such as
(initial repairs, improvements, delivery expenses and other expenditures to
prepare the vessel for its initial voyage). Otherwise these amounts are charged
to expense as incurred.




The
aggregate purchase price paid for the eight vessels in our initial fleet from
certain subsidiaries of TMT consisted of cash and our common shares. The stock
consideration was measured based on the fair market value of the shares at the
time each vessel was delivered.  The additional stock consideration of
1,606,962 common shares was measured when TMT's performance under the Master
Agreement was complete when it delivered the last of the eight vessels in our
initial fleet on March 7, 2008. The aggregate purchase price, which consisted of
cash and stock consideration, was allocated to the acquired vessels based on the
relative fair values of the vessels on their respective dates of delivery to
us.




Depreciation.The cost of
each of our vessels is depreciated beginning when the vessel is ready for its
intended use, on a straight-line basis over the vessel's remaining economic
useful life, after considering the estimated residual value (vessel's residual
value is equal to the product of its lightweight tonnage and estimated scrap
rate per ton). Management estimates the useful life of our vessels to be 25
years from the date of initial delivery from the shipyard. When regulations
place limitations over the ability of a vessel to trade on a worldwide basis,
its remaining useful life is adjusted at the date such regulations are adopted.
Depreciation expense is calculated based on cost less the estimated residual
scrap value. We estimate scrap value by taking the cost of steel times the
weight of the ship noted in lightweight ton, or lwt. There was no change in this
estimate during the years ending December 31, 2007 and 2008 and we believe there
will be no change in the near future.




Fair value of above/below market
acquired time charter: We record all
identified tangible and intangible assets associated with the acquisition of a
vessel or liabilities at fair value.  Fair value of above or below
market acquired time charters is determined by comparing existing charter rates
in the acquired time charter agreements with the market rates for equivalent
time charter agreements prevailing at the time the foregoing vessels are
delivered. The present values representing the fair value of the above or below
market acquired time charters are recorded as an intangible asset or liability,
respectively.  Such intangible asset or liability is recognized ratably as
an adjustment to revenues over the remaining term of the assumed time
charter.






54




As a
result of downturn in the shipping industry during the fourth quarter of 2008,
we revised our original assumptions of the latest available redelivery dates
used in determining the term of its below and above market acquired time charter
agreements. Under the provision of SFAS No. 154 "Accounting Changes
and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement
No. 3," this revision was treated as a change in accounting estimate and was
accounted for prospectively beginning October 1, 2008. The unamortized balance
of below market acquired time charter agreements was amortized on an accelerated
basis assuming the earliest redelivery dates of vessels under existing time
charter agreements. This change had a positive impact on revenue of $13.0
million for the year ended December 31, 2008.




Revenue recognition. We
generate our revenues from charterers and the charterhire paid for our vessels.
Vessels are chartered mainly using time charters, where a contract is entered
into for the use of a vessel for a specific period of time and a specified daily
charterhire rate. Under time charters, voyage costs, such as fuel and port
charges are borne and paid by the charterer.  Our time charter
agreements are classified as operating leases. Revenues under operating lease
arrangements are recognized when a charter agreement exists, charter rate is
fixed and determinable, the vessel is made available to the lessee, and
collection of the related revenue is reasonably assured. Revenues are recognized
ratably on a straight line basis over the period of the respective time charter
agreement in accordance with SFAS No. 13 "Accounting for Leases." The charter
agreementsof the
Star Cosmo and the
Star Ypsilonhave
multiple time charter rates during the terms of the agreements. As of December
31, 2008, we deferred revenue of $5.1 million relating to these charter
agreements which represents the difference between the charterhire payments
received in advance of the charters and the charterhire revenue
recognized.




Voyage
charter agreements are used in the spot market and provide for the use of a
vessel for a specific voyage for a specified charter rate.  Revenue
from voyage charter agreements is recognized on a pro-rata basis over the
duration of the voyage.  Under voyage charter agreements, all voyage
costs are borne and paid by us.  Demurrage income, which is included
in voyage revenues, represents payments by the charterer to the vessel owner
when loading or discharging time exceeds the stipulated time in the voyage
charter and is recognized when arrangement exists, services have been performed,
the amount is fixed or determinable and collection is reasonably
assured.




Deferred
revenue includes cash received prior to the consolidated balance sheet date and
is related to revenue earned after such date.  The portion of the
deferred revenue that will be earned within the next twelve months is classified
as current liability and the rest as long-term liability.




Equity incentive plan
awards.Stock-based
compensation represents vested and non-vested restricted shares granted to
employees and to non-employee directors, for their services as directors, and is
included in "General and administrative expenses" in the consolidated statements
of income. These shares are measured at their fair value equal to the market
value of our common stock on the grant date. The shares that do not contain any
future service vesting conditions are considered vested shares and a total fair
value of such shares is expensed on the grant date. The shares that contain a
time-based service vesting conditions are considered non-vested shares on the
grant date and a total fair value of such shares is recognized using the
accelerated method.




We
currently assume that all unvested shares will vest and do not include estimated
forfeitures in determining the total stock-based compensation expense. We will,
however, re-evaluate the reasonableness of our assumption at each reporting
period. We pay dividends on all unvested shares regardless of whether they have
has vested and there is no obligation of the employee to return the dividend
when employment ceases. The retained dividends on restricted share grantee
awards that are expected to vest were charged to retained earnings.




55


Recent
Accounting Pronouncements




(i)
            In
      December 2007, the FASB issued SFAS No. 141(R), "Business
      Combinations" ("SFAS No. 141(R)"). The Statement is a revision of SFAS
      No. 141, "Business Combinations", issued in June 2001 and is designed
      to improve the relevance, representational fairness and comparability and
      information that a reporting entity provides about a business combination
      and its effects. The Statement establishes principles and requirements for
      how the acquirer recognizes assets, liabilities and non-controlling
      interests, how to recognize and measure goodwill and the disclosures to be
      made. SFAS No. 141(R) applies prospectively to business combinations for
      which the acquisition date is on or after the beginning of the first
      annual reporting period beginning on or after December 15, 2008. As
      the provisions of SFAS 141(R) are applied prospectively, the impact
      to the Company cannot be determined until the transactions
      occur.




(ii)
            In
      December 2007, the FASB issued SFAS No. 160 (SFAS No. 160)
      "Non-controlling Interests in Consolidated Financial Statements", an
      amendment of ARB No. 51. SFAS No. 160 amends ARB No. 151 to establish
      accounting and reporting standards for the non-controlling interest in a
      subsidiary and for the deconsolidation of a subsidiary. This Standard
      applies to all entities that prepare consolidated financial statements,
      except not-for-profit organizations. The objective of the Standard is to
      improve the relevance, compatibility and transparency of the financial
      information that a reporting entity provides in its consolidated financial
      statements. SFAS No. 160 is effective as of the beginning of an entity's
      fiscal year that begins on or after December 15, 2008. Earlier adoption is
      prohibited. This statement will be effective for the Company for the
      fiscal year beginning January 1, 2009. The adoption of this standard is
      not expected to have a material effect on the consolidated financial
      statements.




(iii)
            In
      February 2008, the FASB issued FASB Staff Position ("FSP") FASB 157-2
      "Effective Date of FASB Statement No. 157" ("FSP FASB
      157-2").  FSP FASB 157-2, which was effective upon issuance,
      delays the effective date of SFAS 157 for nonfinancial assets and
      liabilities, except for items recognized or disclosed at fair value at
      least once a year, to fiscal years beginning after November 15,
      2008.  FSP FASB 157-2 also covers interim periods within the
      fiscal years for items within the scope of this FSP.  The
      adoption of this statement is not expected to have a material effect on
      our financial position, results of operations and cash
    flows.




(iv)
            In
      March 2008 the FASB issued SFAS No. 161, "Disclosures about Derivative
      Instruments and Hedging Activities" ("SFAS No. 161"). The new standard is
      intended to improve financial reporting about derivative instruments and
      heding activities by requiring enhanced disclosures to enable investors to
      better understand their effects on an entity's financial position,
      financial performance, and cash flows.  It is effective for financial
      statements issued for fiscal years and interim periods beginning after
      November 15, 2008.  The adoption of this standard is not expected to
      have a material effect on the consolidated financial
      statements.




(v)
            In
      April 2008, the FASB issued FSP No. FAS 142-3, "Determination of the
      Useful Life of Intangible Assets" ("FSP No. FAS 142-3"). FSP No. FAS 142-3
      amends the factors that should be considered in developing renewal or
      extension assumptions used to determine the useful life of a recognized
      intangible asset under SFAS No. 142, "Goodwill and Other Intangible
      Assets" ("SFAS No. 142") in order to improve the consistency between the
      useful life of a recognized intangible asset under SFAS No. 142 and the
      period of expected cash
      flows used to measure the fair value of the asset under SFAS No. 141(R),
      "Business Combinations" ("SFAS No. 141(R)"), and other GAAP. FSP No. FAS
      142-3 is effective for fiscal years beginning after December 15, 2008. The
      adoption of FSP No. FAS 142-3 will not have a material impact on the
      Company's Consolidated Financial
  Statements.




56




(vi)
            In
      May 2008, the FASB issued SFAS No. 162.  "The Hierarchy of
      Generally Accepted Accounting Principles" (SFAS No. 162), which identifies
      the sources of accounting principles and the framework for selecting the
      principles used in the preparation of financial statements of
      nongovernmental entities that are presented in conformity with US
      GAAP.  SFAS No. 162 was effective December 31, 2008 following
      the Commission's approval of certain amendments to auditing standards
      proposed by the Public Company Accounting Oversight Board.  We
      adopted SFAS No. 162 as of December 31, 2008.  The adoption of
      SFAS No. 162 did not have an effect on our consolidated financial
      statements for the year ended December 31,
2008.




(vii)
            On
      June 16, 2008, the FASB issued FSP EITF 03-6-1 "Determining Whether
      Instruments Granted in Share-Based Payment Transactions Are Participating
      Securities." The FASB concluded that all unvested share-based payment
      awards that contain nonforfeitable rights to dividends or dividend
      equivalents (whether paid or unpaid) are participating securities and must
      be included in the computation of earnings per share pursuant to the
      two-class method. The FSP is effective for fiscal years beginning after
      December 15, 2008, and quarterly periods within those fiscal years. Early
      adoption is prohibited.  We adopted this FSP in the first
      quarter of 2009 and will present earnings per share pursuant to the
      two-class method.




Results
of Operations




Star
Maritime was organized under the laws of the State of Delaware on May 13, 2005
as a blank check company formed to acquire, through a merger, capital stock
exchange, asset acquisition or similar business combination, one or more assets
or target businesses in the shipping industry.




On
November 27, 2007, the Company obtained shareholder approval for the acquisition
of the initial fleet of eight drybulk carriers and for effecting the
Redomiciliation Merger whereby Star Maritime merged with and into its wholly
owned subsidiary at the time Star Bulk with Star Bulk as the surviving
entity.  The Redomiciliation Merger was completed on November 30,
2007.  Our first vessel was delivered on December 3,
2007.  Thus, we cannot present a meaningful comparison of our results
of operations for the years ended December 31, 2008 to any of the prior
reporting periods.




During
the period from the Star Maritime's inception to the date Star Bulk commenced
operations, the Company was a development stage enterprise in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 7 "Accounting and
Reporting By Development Stage Companies."




Year
ended December 31, 2008 compared to the year ended December 31,
2007




Voyage
Revenues: Voyage revenues for the years ended December 31, 2008 and 2007
were approximately $238.9 million and $3.6 million, respectively, which amounts
include the amortization of the fair value of below/above market attached time
charters in the amount of $80.5 million and $1.4 million,
respectively.  The increase in voyage revenues was primarily due to
the fact that an average of 10.8 vessels were owned and operated during the year
ended December 31, 2008, earning an average TCE rate, a non US GAAP measure of
$42,799 per day as compared to an average of 0.21 vessels owned and operated
during the year ended December 31, 2007, earning an average TCE rate of $31,203
per day. For further information concerning our calculation of TCE rate, please
see Item 5. "Operating and Financial Review and Prospects - Operating
Results."




57


Voyage
Expenses: For the years ended December 31, 2008 and 2007, voyage
expenses, which mainly consist of commissions payable to brokers, were
approximately $3.5 million and $0.04 million, respectively. Consistent with
drybulk industry practice, we paid broker commissions ranging from 0% to 2.50%
of the total daily charterhire rate of each charter to ship brokers associated
with the charterers, depending on the number of brokers involved with arranging
the charter.




Vessel Operating
Expenses: For the years ended December 31, 2008 and 2007, our vessel
operating expenses were approximately $26.2 million and $0.6 million,
respectively. Vessel operating expenses include crew wages and related costs,
the cost of insurance, expenses relating to repairs and maintenance, the cost of
spares and consumable stores, tonnage taxes and other miscellaneous expenses.
Other factors beyond our control, some of which may affect the shipping industry
in general, including, for instance, developments relating to market prices for
insurance, may also cause these expenses to increase. The increase in operating
expenses during the year ended December 31, 2008, was primarily due to the
growth of our fleet.




Drydocking
Expenses: For the year ended December 31, 2008, our drydocking expenses
were $7.9 million. During the year ended December 31, 2008, five vessels
underwent their periodic drydocking survey and one vessel underwent unscheduled
repairs.  For the year ended December 31, 2007, we did not incur any
drydocking expenses.




Depreciation:
We depreciate our vessels based on a straight line basis over the expected
useful life of each vessel, which is 25 years from the date of their initial
delivery from the shipyard. Depreciation is based on the cost of the vessel less
its estimated residual value, which is estimated at $200 per lwt, at the date of
the vessel's acquisition. Secondhand vessels are depreciated from the date of
their acquisition through their remaining estimated useful life. For years ended
December 31, 2008 and 2007, we recorded vessel depreciation charges of
approximately $51.1 million and $0.7 million, respectively.




Vessel Impairment
Loss: On April 24, 2008, we entered into an agreement to sell the Star Iota for gross proceeds
of $18.4 million less $1.8 million of costs associated with the
sale.  We delivered this vessel to its purchasers on October 6,
2008.  The Star
Iota was classified as a vessel held for sale during the first quarter of
2008 which resulted in an impairment loss of $3.6 million as the vessel was
recorded at the lower of its carrying amount or fair value less cost to
sell.




Gain on forward
freight agreements: During December 2008, we entered into two FFAs
on the Capesize index.  During the year ended December 31, 2008, the
change in fair market value of our FFAs resulted in a gain of $0.25
million.




Time charter
agreement termination fees: The Star Sigma,which was on time
charter to a Japanese charterer at a gross daily charter rate of $100,000 per
day from April 2008 until March 2009 (earliest redelivery), was redelivered to
us earlier, in mid-November 2008, pursuant to an agreement whereby the
charterer agreed to pay the contracted rate less $8,000 per day, which is the
approximate operating cost for the vessel, from the date of the actual
redelivery in November 2008 through March 1, 2009.  This amount net of
commissions was approximately $9.7 million, which was collected and recognized
under operating results in the consolidated statements of income for the year
ended December 31, 2008.




General and
Administrative Expenses: For the years ended December 31, 2008 and 2007,
we incurred general and administrative expenses of approximately $12.4 million
and $7.8 million, respectively. For the year ended December 31, 2008, our
general and administrative expenses include the salaries and other related costs
of the executive officers and other employees ($2.9 million), our office
renovation costs and rents, legal, accounting costs and consultancy fees, regulatory
compliance costs ($3.8 million related to professional fees) and costs related
to restricted stock grants under the equity incentive plan ($4.0
million).






58




Interest Expenses
and Finance Costs: For the year ended December 31, 2008, our interest and
finance costs under our term loan facilities totalled approximately $10.2
million. In 2007, we did not pay interest under our term loan facility, since we
had not drawn down any amount as of December 31, 2007.




Interest
Income: For the years ended December 31, 2008 and 2007, interest income
was $1.2 million and $9.0 million, respectively. Star Maritime did not have any
operations for the period from May 13, 2005 (date of inception of Star Maritime)
to December 3, 2007 (date of operations of Star Bulk).  During this
period, all of our income was derived from interest income, and unrealized and
realized gains on investments, the majority of which was earned on the proceeds
of $188.7 million from Star Maritime's initial public offering which were held
in a trust account.  On November 2, 2007, the Commission declared
effective our joint proxy/registration statement on Forms F-1/F-4 and on
November 27, 2007 we obtained shareholder approval for the acquisition of our
initial fleet and for effecting the Redomiciliation Merger.  All trust
account proceeds were released to us on November 28, 2007 to complete the
transaction pursuant to the terms of the Master Agreement. The Redomiciliation
Merger was effective as of November 30, 2007.




Year
ended December 31, 2007 compared to the year ended December 31,
2006




Voyage
Revenues: Voyage revenues for 2007 were $3.6 million. All of our revenues
for the year ended December 31, 2007 were earned from time
charters.




Voyage
Expenses: Voyage expenses, which mainly consist of commissions payable to
brokers, were $42,548 for the year ended December 31,
2007.  Consistent with drybulk industry practice, we paid commissions
ranging from 0% to 2.5% of the total daily charterhire rate of each charter to
ship brokers associated with the charterers, depending on the number of brokers
involved with arranging the charter. In 2007, our brokerage commissions totaled
$33,298.




Vessel Operating
Expenses: For 2007, our vessel operating expenses were $0.6
million.  Vessel operating expenses include crew wages and related
costs, the cost of insurance, expenses relating to repairs and maintenance, the
cost of spares and consumable stores, tonnage taxes and other miscellaneous
expenses. Other factors beyond our control, some of which may affect the
shipping industry in general, including, for instance, developments relating to
market prices for insurance, may also cause these expenses to increase. In
future fiscal years, vessel operating expenses will likely increase as we
operate our existing fleet for the full year.




Depreciation:
We depreciate our vessels based on a straight line basis over the expected
useful life of each vessel, which is 25 years from the date of their initial
delivery from the shipyard. Depreciation is based on the cost of the vessel less
its estimated residual value, which is estimated at $200 per lightweight ton or
lwt, at the date of the vessel's acquisition. Secondhand vessels are depreciated
from the date of their acquisition through their remaining estimated useful
life. For 2007, we recorded $0.7 million of vessel depreciation
charges.




General and
Administrative Expenses:  For the years ended December 31, 2007
and 2006, we incurred general and administrative expenses of $7.8 million $1.2
million, respectively. For the year ended December 31, 2007, our general and
administrative expenses include the salaries and other related costs of the
executive officers and other employees, our office rents, legal and accounting
costs, regulatory compliance costs and costs related to restricted stock grants
under our equity incentive plan. For the
year ended December 31, 2006, our operating expenses consisted primarily of
expenses related to professional fees, insurance costs, and due diligence fees
in connection with the search for a business target.






59




Interest
Income: For the years ended December 31, 2007 and 2006, interest income
was $9.0 million and $4.4 million, respectively.  We did not have any
operations for the period from May 13, 2005 (date of inception of Star Maritime)
to December 3, 2007.  During this period, all of our income was
derived from interest income, unrealized and realized gains on investments, the
majority of which was earned on funds held in a trust account which consisted of
the entire gross proceeds of the initial public offering in the amount of $188.7
million.




Income taxes:For the years ended December 31, 2007 and 2006, income taxes refer to
Delaware State taxes for Star Maritime.




B.
Liquidity and Capital Resources




Our
principal source of funds has been equity provided by our shareholders,
long-term borrowing, and operating cash flow.  Our principal use of
funds has been capital expenditures to establish and grow our fleet, maintain
the quality of our drybulk carriers, comply with international shipping
standards and environmental laws and regulations, fund working capital
requirements, make interest and principal repayments on outstanding loan
facilities, and pay dividends.




Our
short-term liquidity requirements relate to servicing our debt, payment of
operating costs, funding working capital requirements and maintaining cash
reserves against fluctuations in operating cash flows and paying cash dividends
when permissible. Sources of short-term liquidity include our revenues earned
from our charters.




We
believe that our current cash balance and our operating cash flow will be
sufficient to meet our 2009 liquidity needs, despite that the drybulk charter
market declined sharply beginning in the third quarter of 2008. Our results of
operations may be adversely affected if market conditions do not
improve.




Our
medium- and long-term liquidity requirements include funding the equity portion
of investments in additional vessels and repayment of long-term debt balances.
Sources of funding for our medium- and long-term liquidity requirements include
new loans or equity issuance or vessel sales. As of December 31, 2008, we had
outstanding borrowings of $296.5 million, which is the maximum amount permitted
under our current credit facilities. As of April 9, 2009, we had outstanding
borrowings of $282.5 million under our loan facilities.  If the
current conditions in the credit market continue, we may not be able to
refinance our existing credit facilities or secure new credit facilities at all
or on terms agreeable to us.




We may
fund possible growth through our cash balances, operating cash flow, additional
long-term borrowing and the issuance of new equity.  Our practice has
been to acquire drybulk carriers using a combination of funds received from
equity investors and bank debt secured by mortgages on our drybulk carriers. Our
business is capital-intensive and its future success will depend on our ability
to maintain a high-quality fleet through the acquisition of newer drybulk
carriers and the selective sale of older drybulk carriers. These acquisitions
will be principally subject to management's expectation of future market
conditions as well as our ability to acquire drybulk carriers on favorable
terms.




As of
December 31, 2008, we had cash and cash equivalents of approximately $29.5
million net of $14.5 million of restricted cash due to minimum liquidity
covenants contained in our loan agreements and margin collateral with London
Clearing House, or LCH. As of April 9, 2009, we had cash and cash equivalents
of $35.1 million net of $22.3 million of restricted cash due to minimum
liquidity covenants contained in our loan agreements and margin collateral
requirements of LCH and MF Global UK Ltd., a British clearing
house.






60






Cash
Flows




Year
ended December 31, 2008 compared to year ended December 31, 2007




For the
year ended December 31, 2008, cash and cash equivalents increased to $29.5
million compared to $19.0 million for the year ended December 31, 2007, which is
primarily due to increased cash generated from operating and financing
activities.  Our working capital is equal to current assets minus
current liabilities, including the current portion of long-term
debt.  Our working capital deficit was $15.0 million for the year
ended December 31, 2008, compared to a working capital surplus of $16.8 million
for the year ended December 31, 2007.  Our working capital deficit is
primarily due to the significant increase of current liabilities for the year
ended December 31, 2008, due to the current portion of loan proceeds amounting
to $49.3 million.




If our
working capital deficit continues to grow, lenders may be unwilling to provide
future financing or will provide future financing at significantly increased
interest rates, which will negatively affect our earnings, liquidity and capital
position.




We have
increased our restricted cash from $12.0 million as of December 31, 2008
compared to $21.5 million as of April 9, in order to meet our obligations under
the terms of the waiver agreements. For further information please see Item 5.
"Operating and Financial Review and Prospects – Senior Secured Credit
Facilities".




We
believe that our current cash balance and our operating cash flow will be
sufficient to meet our current liquidity needs.




Net
Cash Provided By Operating Activities




Net cash
provided by operating was $110.7 million for the year ended December 31,
2008 compared to $0.4 million for the year ended December 31, 2007. This
increase is primarily due to the growth of our fleet. We expect our net cash
provided by operating activities to increase due to the full operation of our 12
vessel fleet during the year ended December 31, 2009.




Net
Cash Provided By/Used In Investing Activities




Net cash
used in investing activities was $423.3 for the year ended December 31, 2008 of
which $413.5 million was paid for our initial fleet and the respective purchases
of additional vessels, $14.4 million represented amounts attributable to the
fair value of above market time charters and $12.0 million represented an
increase in restricted cash due to loan covenants, which was offset by $16.6
million which represented amounts received from the sale of the Star Iota.




Net cash
provided by investing activities for the year ended December 31, 2007 was $13.0
million of which $194.1 million represented amounts received from a trust
account which consisted of the gross proceeds of the initial public offering in
the amount of $188.7 million. During 2007, following the Redomiciliation Merger,
the funds were released to us from a trust account and were used to purchase
vessels from our initial fleet. This amount was partially offset by $179.1
million including the amounts we paid
to acquire the vessels delivered in 2007 and advances we made for vessels to be
acquired.  It also includes a $2.0 million payment for the above
market acquired time charter agreement for the Star Kappa.






61




Net
Cash Provided By Financing Activities




Net cash
provided by financing activities was $323.0 million for the year ended December
31, 2008 representing $120.0 million from borrowings under our Commerzbank AG
loan facility, $197.5 million from borrowings under our Piraeus Bank term loan
facilities and $94.2 million received from the exercise of warrants, offset
mainly by $52.6 million of cash dividends paid, $21.0 million of repayments
under our loan agreements and payments of $13.4 million in connection with our
repurchase of our common stock and warrants.




Net cash
provided by financing activities was $3.5 million for the year ended December
31, 2007 representing $7.5 million received from warrants exercised, offset by
$4.0 million of deferred underwriting fees paid based on the underwriting
agreement signed prior to the initial public offering in December
2005.




Senior
Secured Credit Facilities




As of
December 31, 2008, we had total indebtedness of $296.5 million, which is
the maximum amount available under our three senior secured credit
facilities.




Commerzbank
AG




On
December 27, 2007, we entered into a loan agreement with Commerzbank AG,
Commerzbank, in the amount of up to $120.0 million to partially finance the
acquisition of the secondhand vessels theStar Gamma,the Star Delta,the Star Epsilon,the Star Zeta,andthe Star Theta, which also
provide the security for this loan agreement.  Under the terms of this
loan facility, the repayment of $120.0 million is over a nine year term and
divided into two tranches. The first tranche of up to $50.0 million is repayable
in twenty-eight consecutive quarterly installments commencing twenty-seven
months after the initial borrowings but no later than March 31, 2010 as follows:
(i) the first four installments amount to $2.25 million each, (ii) the next
thirteen installments amount to $1.0 million each (iii) the remaining eleven
installments amount to $1.3 million each and a final balloon payment of $13.7
million is payable together with the last installment. The second tranche of up
to $70.0 million is repayable in twenty-eight consecutive quarterly installments
commencing twenty-seven months after draw down but no later than March 31, 2010
as folows: (i) the first four installments amount to $4.0 million each (ii) the
remaining twenty-four installments amount to $1.75 million each and a final
balloon payment of $12.0 million is payable together with the last installment.
The loan bears interest at LIBOR plus a margin at a minimum of 0.8% per annum to
a maximum of 1.25% per annum depending on whether the aggregate drawdown ranges
from 60% up to 75% of the aggregate market value of the 'initial
fleet'.




This loan
contains financial covenants, including requirements to maintain (i) a minimum
liquidity of $10.0 million or $1.0 million per vessel, whichever is greater (ii)
a market value adjusted equity ratio of not less than 25%, as defined therein
and (iii) an aggregate market value of the vessels pledged as security under
this loan agreement of not less than (a) 125% of the then outstanding borrowings
for the first three years and (b) 135% of the then outstanding borrowings
thereafter. As of December 31, 2008, our recognized restricted cash based on
this covenant amounted to $12.0 million.








62


On March
13, 2009, we entered into an agreement with Commerzbank to obtain waivers for
certain covenants on the following terms: during the waiver period from December
31, 2008 to January 31, 2010, the required loan to value ratio, which is the
ratio of outstanding indebtedness to the aggregate market value of the
collateral vessels, was amended to 90% from 80% including the value of the
additional security that will be provided by us pursuant to the
waiver.  In connection with this waiver, as further security for this
facility, we agreed to provide a first preferred mortgage on the Star Alpha and a pledge
account containing $6.0 million.  During the waiver period LIBOR will
be adjusted to the cost of funds, the interest spread was increased to 2%, and
the payment of dividend and the repurchase of our common shares and warrants are
subject to the prior written consent of the lenders.




As of
April 9, 2009, the Company had outstanding borrowings of $120.0 million, which
is the maximum amount of borrowings permitted under this loan
facility.




Piraeus
Bank A.E. Loan Facility dated April 14, 2008, as amended




On April
14, 2008, we entered into a loan agreement with Piraeus Bank A.E., or Piraeus
Bank, as agent, which was subsequently amended on April 17, 2008 and September
18, 2008. Under the amended terms, the agreement provides for a term loan of
$150.0 million to partially finance the acquisition of theStar Omicron,theStar Sigma and theStar
Ypsilon.  This loan agreement is secured by the Star Omicron,theStar Beta,andtheStar Sigma. Under the terms
of this term loan facility, the repayment period is six years, beginning three
months after our first draw down and is divided into twenty-four consecutive
quarterly installments as follows: (i) the first installment amounts to $7.0
million, (ii) the second through fifth installments amount to $10.5 million
each, (iii) the sixth to eighth installments amount to $8.8 million each, (iv)
the ninth through fourteenth installments amount to $4.4 million each, (v) the
fifteenth through twenty-fourth installments amount to $2.7 million each, and a
final balloon payment in the amount of $21.2 million is payable together with
the last installment. The loan bears interest at LIBOR plus a margin of 1.3% per
annum.




This loan
agreement contains financial covenants, including requirements to maintain (i) a
minimum liquidity of $0.5 million per vessel, (ii) total indebtedness over the
market value of all vessels owned not greater than 0.6:1, (iii) the interest
coverage ratio not less than 2:1 and (iv) an aggregate market value of the
vessels pledged as security under this loan agreement of not less than (a) 125%
of the then outstanding borrowings for the first three years and (b) 135% of the
then outstanding borrowings thereafter.








On March
11, 2009, we entered into an agreement with Piraeus Bank to obtain waivers for
certain covenants on the following terms: during the waiver period from December
31, 2008 to February 28, 2010, the required security cover ratio, which is the
ratio of the aggregate market value of the collateral vessels and the
outstanding loan amount, will be waived and for the year ended February 28, 2011
and the minimum security cover requirement will be reduced to 110% from 125% of
the outstanding loan amount. The lenders will also waive the required 60%
corporate leverage ratio, which is the ratio of our total indebtedness net of
any unencumbered cash divided by the market value of our vessels, through
February 28, 2010. In connection with this waiver, as further security for this
facility we agreed to provide (i) first preferred mortgages on and first
priority assignments of all earnings and insurances of the Star Kappa and the Star Ypsilon; (ii) corporate
guarantees from each of the collateral vessel owning limited liability
companies; (iii) a subordination of the technical and commercial manager's
rights to payment; and (iv) a pledge account containing $9.0
million.




In
addition, during the waiver period the interest spread was increased to 2% per
annum and thereafter will be adjusted to 1.5% per annum until the margin review
date of the facility, and the payment of
dividend and the repurchase of our common shares and warrants are subject to the
prior written consent of the lenders.






63




As of
April 9, 2008, we had outstanding borrowings of $132.5 million which is the
maximum amount of borrowings permitted under this loan facility.




Piraeus
Bank A.E. Loan Facility dated July 1, 2008




On July
1, 2008, we entered into a loan agreement with Piraeus Bank, as lender, in the
amount of $35.0 to partially finance the acquisition of the Star Cosmo, which also
provides the security for this loan agreement. Under the terms of this term loan
facility, the repayment of $35.0 million is over six years and begins three
months following the full drawn down of the loan amount, which was July 1, 2008,
and is divided into twenty-four consecutive quarterly installments as follows:
(i) the first through fourth installments amount to $1.5 million each, (ii) the
fifth through eighth installments amount to $1.250 million each, (iii) the ninth
to twelfth installments amount to $0.875 million each, (iv) the thirteenth
through twenty-fourth installments amount to $0.5 million each and a final
balloon payment of $14.5 is payable together with the last installment. The loan
bears interest at LIBOR plus a margin of 1.325% p.a.




The loan
agreement contains financial covenants, including requirements to maintain (i) a
minimum liquidity of $0.5 million per vessel, (ii) the total indebtedness
of the borrower over the market value of all vessels owned shall not be greater
than 0.6:1, (iii) the interest coverage ratio shall not be less than 2:1 and
(iv) an aggregate market value of the vessels pledged as security under this
loan agreement not less than (a) 125% of the then outstanding borrowings for the
first three years and (b) 135% of the then outstanding borrowings
thereafter.









On March
11, 2009, we entered into agreements with Piraeus Bank to obtain waivers for
certain covenants on the following terms: during the waiver period from December
31, 2008 to February 28, 2010, the required security cover ratio was waived and
for the year ended February 28, 2011 and the minimum security cover requirement
will be reduced to 110% from 125% of the outstanding loan amount. The lender
will also waive the required 60% corporate leverage ratio through February 28,
2010. In connection with this waiver, as further security for this facility
agreed to provide (i) second preferred mortgages on and second priority
assignments of all earnings and insurances of the Star Alpha; (ii) a corporate
guarantee from Star Alpha'svessel owning limited liability company; (iii) a subordination of the
technical and commercial managers rights to payment; and (iv) a pledge account
containing $5.0 million.  This facility is repayable beginning on
April 2, 2009, in 22 consecutive quarterly installments: (i) the first two
installments in the amount of $2.0 million each; (ii) the third installment in
the amount of $1.75 million; (iii) the fourth installment in the amount of $1.25
million; (iv) the fifth through tenth installment in the amount of $875,000
each; and (v) the final 12 installments in the amount of $500,000 each plus a
balloon payment of $13.75 million payable with the final
installment.




In
addition, during the waiver period the interest spread was increased to 2% per
annum and thereafter will be adjusted to 1.5% per annum until the margin review
date of the facility, and the payment of dividend and the repurchase of our
common shares and warrants are subject to the prior written consent of the
lenders.




As of
April 9, 2008, we had outstanding borrowings of $30.0 million which is the
maximum amount of borrowings permitted under this loan facility.




64




Dividend
Payments




On
February 14, April 16, and July 29, 2008, we declared dividends amounting to
approximately $4.6 million ($0.10 per share, paid on February 28, 2008 to the
shareholders of record on February 25, 2008), approximately $18.8 million ($0.35
per share, paid on May 23, 2008 to the shareholders of record on May 16, 2008),
and approximately $19.4 million ($0.35 per share, paid on August 18, 2008 to the
shareholders of record on August 8, 2008), respectively.  On November
17, 2008, we declared a cash and stock dividend on our common stock totaling
$0.36 per common share for the quarter ended September 30, 2008. The cash
portion of the dividend in the amount of $9.8 million was paid on December 5,
2008 to stockholders of record on November 28, 2008. The dividend payment
consisted of a cash portion in the amount of $0.18 per share with the remaining
half of the dividend paid in the form of newly issued common shares. The amount
of 4,255,002 newly issued shares was based on the volume weighted average price
of our shares on the Nasdaq Global Market during the five trading days before
the ex-dividend date or November 25, 2008. In addition, as of January 20, 2009
management and the directors reinvested the cash portion of their dividend for
the quarter ended September 30, 2008 in the amount of $1.9 million into 818,877
newly issued shares in a private placement at the same weighted average price as
the stock portion of such dividend, effectively electing to receive the full
amount of the dividend in the form of newly issued shares.  Under the
terms of our waiver agreements with our lenders, payment of dividends and the
repurchasing of our common shares is subject to the prior written consent of our
lenders.  Please see "Item 5. Operating and Financial Review and
Prospects – Liquidity and Capital Resources – Senior Secured Credit
Facilities."




C.
Research and Development, Patents and Licenses




Not
Applicable.




D.
Trend Information




Not
Applicable.




E.
Off-balance Sheet Arrangements




As of the
date of this annual report, we do not have any off-balance sheet
arrangements.




F.
Tabular Disclosure of Contractual Obligations




The
following table presents our contractual obligations as of December 31,
2008:




In
      thousands of Dollars
                  
                  Payments due by periodObligations
                  
                  Total
                  
                  
                  Less
      than 1 year
                  
                  
                  1-3
      years (2010-2011)
                  
                  
                  3-5
      years (2012-2013)
                  
                  
                  More
      than 5 years (After January 1, 2014)Principal
      Loan Payments(1)
                  
                  
                  296,500
                  
                  
                  
                  49,250
                  
                  
                  
                  91,400
                  
                  
                  
                  49,300
                  
                  
                  
                  106,550Interest
      payments (1)
      (2)
                  
                  
                  51,650
                  
                  
                  
                  14,211
                  
                  
                  
                  18,216
                  
                  
                  
                  11,939
                  
                  
                  
                  7,284Operating
      lease obligation(3)
                  
                  
                  4,101
                  
                  
                  
                  278
                  
                  
                  
                  597
                  
                  
                  
                  658
                  
                  
                  
                  2,568Total
                  
                  
                  352,251
                  
                  
                  
                  63,739
                  
                  
                  
                  110,213
                  
                  
                  
                  61,897
                  
                  
                  
                  116,402




(1)
            Based
      on our outstanding indebtedness as of December 31,
  2008.




(2)
            Based
      on an estimated interest rate of 4.39%, which is the weighted average
      interest rate on all our outstanding indebtedness for the year ended
      December 31, 2008.  Calculations also include the increased
      margins contained in our waiver agreements with our
      lenders.  Please see "Item 5. Operating and Financial Review and
      Prospects – Liquidity and Capital Resources – Senior Secured Credit
      Facilities."




65


(3)
            In
      April 2008, we entered into a twelve-year operating lease for our new
      office facilities which will expire in April 2020.  For the
      first year our monthly lease payments are $21,300 (14,500
      Euros).  Our monthly payments are adjusted annually according to
      the inflation rate plus 2% and it is estimated at
  5%.




G.
Safe Harbor




See
section "forward looking statements" at the beginning of this annual
report.




Item
6. Directors, Senior Management and Employees




A.
Directors, Senior Management and Employees




Set forth
below are the names, ages and positions of our directors, executive officers and
key employees. The board of directors is elected annually on a staggered basis,
and each director elected holds office until his successor shall have been duly
elected and qualified, except in the event of his death, resignation, removal or
the earlier termination of his term of office. Officers are elected from time to
time by vote of our board of directors and hold office until a successor is
elected.




At our
2008 annual general meeting Messrs Pappas and Softeland were elected as a Class
A directors.  Upon Mr. Softeland's election, he resigned as a Class B
director and, pursuant to a duly authorized action of the Board, the number of
directors that constitutes the entire membership of the Board was reduced from
seven (7) to six (6).  The term of our Class B directors is set to
expire at our 2009 annual meeting of shareholders.




Name
                    
                    Age
                    
                    PositionProkopios
      (Akis) Tsirigakis
                    
                    52
                    
                    Chief
      Executive Officer, President and Class C DirectorGeorge
      Syllantavos
                    
                    45
                    
                    Chief
      Financial Officer, Secretary and Class C DirectorPetros
      Pappas
                    
                    54
                    
                    Chairman
      and Class A DirectorPeter
      Espig
                    
                    42
                    
                    Class
      B DirectorKoert
      Erhardt
                    
                    51
                    
                    Class
      B DirectorTom
      Søfteland
                    
                    47
                    
                    Class
      A Director




On
October 20, 2008, Mr. Nobu Su resigned from our board of directors.




Prokopios (Akis)
Tsirigakis serves as our Chief Executive Officer, President and director.
He has been Star Maritime's Chairman of the Board, Chief Executive Officer and
President since inception. Mr. Tsirigakis is experienced in ship management,
ship ownership and overseeing new shipbuilding projects. Since November 2003, he
has been the Joint Managing Director of Oceanbulk Maritime S.A., a dry cargo
shipping company that has operated and managed vessels aggregating as much as
1.6 million deadweight tons of cargo capacity and which is part of the Oceanbulk
Group of affiliated companies involved in the service sectors of the shipping
industry. Since November 1998, Mr. Tsirigakis has been the Managing Director of
Combine Marine Inc., a company which he founded that provides ship management
services to third parties and which is part of the Oceanbulk Group. From 1991 to
1998, Mr. Tsirigakis was the Vice-President and Technical Director of Konkar
Shipping Agencies S.A. of Athens, after having served as Konkar's Technical
Director from 1984 to 1991, which at the time managed 16 drybulk carriers,
multi-purpose vessels and tanker/combination carriers. From 1982 to 1984, Mr.
Tsirigakis was the Technical Manager of Konkar's affiliate, Arkon Shipping
Agencies Inc. of New York, a part of the Archirodon Construction Group. He is a
member of the Technical Committee (CASTEC) of Intercargo, the International
Association of Dry Cargo Shipowners, and of the Technical Committees of
Classification Societies. Mr. Tsirigakis received his Masters and B.Sc. in Naval
Architecture from The University of Michigan,
Ann Arbor and has three years of seagoing experience. Mr. Tsirigakis formerly
served on the board of directors of Dryships Inc., a company listed on the
Nasdaq Global Market which provides international seaborne transportation
services carrying various dry-bulk cargoes.






66




George
Syllantavos serves as our Chief Financial Officer, Secretary and
director. He has also been Star Maritime's Chief Financial Officer, Secretary
and a member of its board of directors since inception and it's Secretary since
December 2005. From May 1999 to December 2007, he was the President and General
Manager of Vortex Ltd., an aviation consulting firm specializing in strategic
and fleet planning. From January 1998 to April 1999, he served as a financial
advisor to Hellenic Telecommunications Organization S.A., where, on behalf of
the Chief Executive Officer, he coordinated and led the company's listing on the
New York Stock Exchange (NYSE:OTE) and where he had responsibilities for the
strategic planning and implementation of multiple acquisitions of fixed-line
telecommunications companies, including RomTelecom. Mr. Syllantavos served as a
financial and strategic advisor to both the Greek Ministry of Industry &
Energy (from June 1995 to May 1996) and the Greek Ministry of Health (from May
1996 to January 1998), where, in 1997 and 1998, he helped structure the
equivalent of a US$700 million bond issuance for the payment of outstanding
debts to the supplier of the Greek National Health System. From 1998 to 2004, he
served as a member of the Investment Committee of Rand Brothers & Co., a
small U.S. merchant banking firm, where he reviewed and analyzed more than 35
acquisition targets of small or medium sized privately-held manufacturing firms
in the U.S. and internationally, of which he negotiated, structured and directed
the acquisition of three such firms with transactions ranging in size from $7
million to $11 million. Mr. Syllantavos has a B.Sc. in Industrial Engineering
from Roosevelt University and an MBA in Operations Management, International
Finance and Transportation Management from Northwestern University
(Kellogg).




Petros
Pappas serves as our non-executive Chairman of the board of directors. He
has been a member of Star Maritime's board of directors since inception.
Throughout his career as a principal and manager in the shipping industry, Mr.
Pappas has been involved in over 120 vessel acquisitions and disposals. In 1989,
he founded Oceanbulk Maritime S.A., a dry cargo shipping company that has
operated managed vessels aggregating as much as 1.6 million deadweight tons of
cargo capacity. He also founded the Oceanbulk Group of affiliated companies,
which are involved in the service sectors of the shipping industry. The
Oceanbulk Group is comprised of Oceanbulk Maritime S.A., Interchart Shipping
Inc., Oceanbulk Shipping and Trading S.A., Oceanbulk S&P, Combine Marine
Inc., More Maritime Agencies Inc., and Sentinel Marine Services
Inc.  Additionally, Mr. Pappas ranked among the top 25 Greek ship
owners (by number of ocean going vessels) as evaluated by the U.S. Department of
Commerce's 2004 report on the Greek shipping industry. Mr. Pappas has been a
Director of the UK Defense Club, a leading insurance provider of legal defense
services in the shipping industry worldwide, since January 2002, and is a member
of the Union of Greek Shipowners (UGS). Mr. Pappas received his B.A. in
Economics and his MBA from The University of Michigan, Ann Arbor.




Peter
Espig serves as a member of our board of directors. Mr. Espig is
experienced in the analysis of investment opportunities, raising capital, deal
sourcing and financial structuring. In August 2006, he founded and currently
serves as CEO of Advance Capital Japan, a private equity and consulting firm
focused on raising capital for mid-sized companies and pre-IPO investment and
consulting. From 2005 to 2006, Mr. Espig served as Vice-President of the
Principal Finance and Securitization Group and Asia Special Situations Group for
Goldman Sachs Japan where he was responsible for sourcing and analyzing
investment opportunities, balance sheet restructuring and IPO and exit
preparations for various corporate and real estate investments. Prior to joining
Goldman Sachs, Mr. Espig served from 2004 to 2005 as Vice-President of the New
York private equity firm, Olympus Capital, where he participated in corporate
restructurings, investment analysis and financing negotiations for both domestic
and international investments. From 2003 to 2004, Mr. Espig worked as a
leveraged finance, special situations banker for Shinsei bank where he
participated in leverage buyouts and debt restructurings. In 1989, Mr. Espig
received his B.A. from the University of British Columbia and in 2003, Mr. Espig
received his MBA from Columbia Business School where he was honored as a Chazen
Society International Scholar.






67




Koert
Erhardt serves as a member of our board of directors. He has been a
member of Star Maritime's board of directors since inception. From September
2004 to December 2004, he served as the Chief Executive Officer and a member of
the board of directors of CC Maritime S.A.M., an affiliate of the Coeclerici
Group, an international conglomerate whose businesses include shipping and
transoceanic transportation of drybulk materials. From 1998 to September 2004,
he served as General Manager of Coeclerici Armatori S.p.A. and Coeclerici
Logistics S.p.A., affiliates of the Coeclerici Group, where he created a
shipping pool that commercially managed over 130 vessels with a carrying volume
of 72 million tons and developed the use of Freight Forward Agreement trading as
a hedging mechanism to the pool's exposure and positions. From 1994 to 1998, he
served as the General Manager of Bulkitalia, a prominent shipping concern which
at the time owned and operated over 40 vessels. From 1990 to 1994, Mr. Erhardt
served in various positions with Bulk Italia. From 1988 to 1990, he was the
Managing Director and Chief Operating Officer of Nedlloyd Drybulk, the drybulk
arm of the Nedlloyd Group, an international conglomerate whose interests include
container ship liner services, tankers, oil drilling rigs, pipe laying vessels
and ship brokering. Mr. Erhardt received his Diploma in Maritime Economics and
Logistics from Hogere Havenen Vervoersschool (now Erasmus University),
Rotterdam, and received his MBA International Executive Program at INSEAD,
Fontainebleau, France. Mr. Erhardt has also studied at the London School of
Foreign Trade.




Tom
Søfteland serves as a member of our board of directors. He has been a
member of Star Maritime's board of directors since inception. Since October
1996, he has been the Chief Executive Officer of Capital Partners A.S. of
Bergen, Norway, a financial services firm that he founded and which specializes
in shipping and asset finance. From 1990 to October 1996, he held various
positions at Industry & Skips Banken, ASA, a bank specializing in shipping,
most recently as its Deputy Chief Executive Officer. Mr. Søfteland received his
B.Sc. in Economics from the Norwegian School of Business and Administration
(NHH).




B.
Compensation of Directors and Senior Management




For the
period ended December 31, 2008, our Chief Executive Officer and President
Prokopios Tsirigakis and Chief Financial Officer and Secretary, George
Syllantavos received aggregate compensation from the Company in the amount of
$572,809 and $395,743, respectively. Non-employee directors of Star Bulk receive
an annual cash retainer of $15,000, plus a fee of $1,000 for each board and
committee meeting attended, including meetings attended telephonically. The
chairman of the audit committee receives an additional $7,500 per year and each
chairman of our other standing committees will receive an additional $5,000 per
year. In addition, each director is reimbursed for out-of-pocket expenses in
connection with attending meetings of the board of directors or committees. We
do not have a retirement plan for our officers or directors.




The table
below summarizes the fees of the board of directors for the year ended December
31, 2008.




In
      DollarsGeorge
      Syllantavos
                    5,000Petros
      Pappas
                    21,000Nobu
      Su
                    18,000Tom
      Softeland
                    41,500Koert
      Erhardt
                    39,000Peter
      Espig
                    24,000148,500
   68


Equity
Incentive Plan




We have
adopted an equity incentive plan, which we refer to as the 2007 Equity Incentive
Plan, under which officers, key employees, directors and consultants of the
Company and its subsidiaries will be eligible to receive options to acquire
shares of common stock, stock appreciation rights, restricted stock and other
stock-based or stock-denominated awards. We have reserved a total of 2,000,000
shares of common stock for issuance under the plan, subject to adjustment for
changes in capitalization as provided in the plan. The purpose of the 2007
Equity Incentive Plan is to encourage ownership of shares by, and to assist us
in attracting, retaining and providing incentives to, its officers, key
employees, directors and consultants whose contributions to us are or will be
important to our success and to align the interests of such persons
with our stockholders. The various types of incentive awards that may be
issued under the 2007 Equity Incentive Plan will enable us to respond to changes
in compensation practices, tax laws, accounting regulations and the size and
diversity of its business.




The plan
is administered by our compensation committee, or such other committee of our
board of directors as may be designated by the board to administer the plan. The
plan permits grants of options to purchase common stock, stock appreciation
rights, restricted stock, restricted stock units and unrestricted
stock.




Under the
terms of the plan, stock options and stock appreciation rights granted under the
plan will have an exercise price per common share equal to the fair market value
of a common share on the date of grant, unless otherwise determined by the plan
administrator, but in no event will the exercise price be less than the fair
market value of a common share on the date of grant. Options and stock
appreciation rights are exercisable at times and under conditions as determined
by the plan administrator, but in no event will they be exercisable later than
ten years from the date of grant.




The plan
administrator may grant shares of restricted stock and awards of restricted
stock units subject to vesting and forfeiture provisions and other terms and
conditions as determined by the plan administrator. Upon the vesting of a
restricted stock unit, the award recipient will be paid an amount equal to the
number of restricted stock units that then vest multiplied by the fair market
value of a common share on the date of vesting, which payment may be paid in the
form of cash or common shares or a combination of both, as determined by the
plan administrator. The plan administrator may grant dividend equivalents with
respect to grants of restricted stock units.




Adjustments
may be made to outstanding awards in the event of a corporate transaction or
change in capitalization or other extraordinary event. In the event of a "change
in control" (as defined in the plan), unless otherwise provided by the plan
administrator in an award agreement, awards then outstanding shall become fully
vested and exercisable in full.




The Board
may amend or terminate the plan and may amend outstanding awards, provided that
no such amendment or termination may be made that would materially impair any
rights, or materially increase any obligations, of a grantee under an
outstanding award. Stockholder approval of plan amendments may be required in
certain definitive, pre-determined circumstances if required by applicable rules
of a national securities exchange or the Commission. Unless terminated earlier
by the board of directors, the plan will expire ten years from the date on which
the plan was adopted by the board of directors.




69


Pursuant
to our equity incentive plan, we have issued the following
securities:





●
                  On
      December 3, 2007, 90,000 restricted common shares to Prokopios (Akis)
      Tsirigakis, our President and Chief Executive Officer, subject to
      applicable vesting of 30,000 common shares on each of July 1, 2008, 2009
      and 2010;●
                  On
      December 3, 2007, 75,000 restricted common shares to George Syllantavos,
      our Chief Financial Officer and Secretary, subject to applicable vesting
      of 25,000 common shares on each of July 1, 2008, 2009 and
      2010;●
                  On
      March 31, 2008, 150,000 restricted common shares to Peter Espig, our
      Director, subject to applicable vesting of 75,000 common shares on each of
      April 1, 2008 and 2009; and●
                  On
      December 5, 2008, an aggregate of 130,000 unvested restricted common
      shares to all of our employees and an aggregate of 940,000 unvested
      restricted common shares to the members of our board of
      directors.  All of these shares vested on January 31,
      2009.
  C.
Board Practices




Our board
of directors is divided into three classes with only one class of directors
being elected in each year and following the initial term for each such class,
each class will serve a three-year term. The initial term of our board of
directors is as follows:




●
            The term of
      the Company's Class A directors expires in
2011;




●
            The
      term of Class B directors expires in 2009;
and




●
            The
      term of Class C directors expires in
2010.




Committees
of the Board of Directors




We have
established an audit committee comprised of two independent members of our board
of directors who are responsible for reviewing our accounting controls and
recommending to the board of directors the engagement of our outside auditors.
Our audit committee is responsible for reviewing all related party transactions
for potential conflicts of interest and all related party transactions are
subject to the approval of the audit committee. We have established a
compensation committee comprised of three independent directors which is
responsible for recommending to the board of directors our senior executive
officers' compensation and benefits. We have also
established a nominating and corporate governance committee comprised of two
members which is responsible for recommending to the board of directors nominees
for director and directors for appointment to board committees and advising the
board with regard to corporate governance practices. Shareholders may also
nominate directors in accordance with procedures set forth in our bylaws. The
members of the audit, compensation and nominating and corporate governance
committees are Mr. Tom Softeland, who also serves as the chairman of our audit
committees, Mr. Koert Erhardt who also acts as the chairman of our nominating
and corporate governance committee, and Mr. George Syllantavos who serves only
on the compensation committee and acts as its chairman.




D.
Employees




As of
December 31, 2008, we had twenty-two employees and as of April 9, 2009,
twenty-five employees including our Chief
Executive Officer and Chief Financial Officer.  As of December 31,
2008 and April 9, 2009, twenty and twenty-three employees, respectively, were
engaged in the day to day management of the vessels in our fleet.




70




E. 
Share Ownership




With
respect to the total amount of common stock owned by all of our officers and
directors, individually and as a group, see Item 7 "Major Shareholders and
Related Party Transactions."







Item
7. Major Shareholders and Related Party Transactions




A.
MAJOR SHAREHOLDERS




The
following table presents certain information as of April 9, 2009 regarding the
ownership of our shares of common stock with respect to each shareholder, who we
know to beneficially own more than five percent of our outstanding shares of
common stock, and our directors.




Beneficial
      Owner
                                                              Shares
      of common stockAmount (1)
                                                              Percentage (2)Petros
      Pappas (3)
                                                              9,738,354
                                                              16.1%Oceanwood
      Capital Management LLP (4)
                                                              3,052,341
                                                              5.1%Giovine
      Capital Group LLC (5)
                                                              7,989,429
                                                              13.2%F5
      Capital (6)
                                                              3,803,481
                                                              6.3%Prokopios
      Tsirigakis
                                                              2,127,345
                                                              3.5%George
      Syllantavos
                                                              875,703
                                                              1.5%Koert
      Erhardt
                                                              573,471
                                                              *%Tom
      Softeland
                                                              297,827
                                                              *%Peter
      Espig
                                                              378,879
                                                              *%


(1)
            Includes
      all shares of our common stock underlying our warrants which are
      exercisable within 60 days.  The warrants included herein will expire
      on December 16, 2009.




(2)
            Percentage
      amounts based on 60,301,279 shares of our common stock outstanding as of
      April 9, 2009.




(3)
            Information
      derived from the Schedule 13G/A of Mr. Pappas which was filed with the
      Commission on February 13, 2009.  Mr. Pappas is the Chairman of
      our board of directors.




(4)
            Information
      derived from the Schedule 13G/A of Oceanwood Capital Management LLP which
      was filed with the Commission on February 17,
  2009.




(5)
            Information
      derived from the Schedule 13G/A of Giovine Capital Group LLC which was
      filed with the Commission on January 8,
2009.




(6)
            Information
      derived from the Schedule 13D/A of F5 Capital which was filed with the
      Commission on July 29, 2008.  According to such filing, Mr. Nobu
      Su, a former member of our board of directors, exercises voting and
      investment control over the securities held of record by F5 Capital, a
      Cayman Islands corporation, which is the nominee of
  TMT.






*
            Less
      than 1%




Our major
shareholders have the same voting rights as our other shareholders. No
corporation or foreign government owns more than 50% of our outstanding shares
of common stock. We are not aware of any arrangements, the operation of which
may at a subsequent date result in a change in control of Star
Bulk.




71




B.
Related Party Transactions




Under the
Master Agreement Star Bulk and Star Maritime agreed to acquire a fleet of eight
drybulk carriers with a combined cargo-carrying capacity of approximately
692,000 dwt. from certain subsidiaries of TMT, a company controlled by Nobu Su,
a former director of Star Bulk. The aggregate purchase price specified in the
Master Agreement for the initial fleet was $224.5 million in cash and 12,537,645
shares of our common stock, issued on November 30, 2007. As additional
consideration for eight vessels, 1,606,962 shares of common stock of Star Bulk
to be issued to TMT in two installments as follows: (i) 803,481 additional
shares of our common stock, no more than 10 business days following the filing
of our Annual Report on Form 20-F for the fiscal year ended December 31, 2007,
and (ii) 803,481 additional shares of our common stock, no more than 10 business
days following the filing of our Annual Report on Form 20-F for the fiscal year
ended December 31, 2008. The shares in respect of the first installment were
issued to a nominee of TMT on July 17, 2008.




Under the
Master Agreement we agreed, with some limited exceptions, to include the shares
of our common stock comprising the stock consideration portion of the aggregate
purchase price and the additional stock consideration (collectively the
"Registrable Securities"), in our registration statement filed in connection
with the Redomiciliation Merger. In addition, we granted TMT (on behalf of
itself or its affiliates that hold Registrable Securities) the right, under
certain definitive, pre-determined circumstances and subject to certain
restrictions, including lock-up and market stand-off restrictions, to require us
to in the future register the Registrable Securities under the Securities Act.
Under the Master Agreement, TMT also has the right to require us to make
available shelf registration statements (if Star Bulk is eligible to do so)
permitting sales of shares into the market from time to time over an extended
period. In addition, TMT has the ability to exercise certain piggyback
registration rights, 180 days following the effective date of the
Redomiciliation Merger. All expenses relating to such registration will be borne
by us. On September 2, 2008, we filed a registration statement on Form F-3 (File
No. 333-153304), which was declared effective on November 3, 2008, registering
for resale an aggregate of 4,606,962 shares on behalf of F5
Capital.




Star
Gamma LLC, a wholly-owned subsidiary of Star Bulk, entered into time a charter
agreement dated, February 23, 2007, with TMT for the Star Gamma. Star Iota Inc., a
wholly-owned subsidiary of Star Bulk, entered into time charter agreement, dated
February 26, 2007, with TMT for the Star Iota. Both time charters
commenced on the date of their delivery to us, have a duration of one year and
daily charterhire rates of $28,500 and $18,000 respectively.  Neither of
the above mentioned vessels were delivered to the Company as of December 31,
2007, consequently no amounts relating thereto have been included in the
consolidated statement of income in 2007.  For the year ended December 31,
2008, the Company earned $13.0 million net revenue under the time charter party
agreements with TMT and included in Voyage revenues in the Consolidated
Statements of Income.




Star
Maritime has used the services of Combine to conduct certain vessel inspection
services for the vessels in the initial fleet. Under an agreement dated May 4,
2007 we appointed Combine, a company affiliated with our Chief Executive
Officer, Mr. Tsirigakis and our directors Messrs. Pappas and Anagnostou as
interim manager of the vessels in the initial fleet. Given the start-up nature
of Star Bulk, under the agreement, Combine provided technical management and
associated services, including legal services, to the vessels so as to affect
the smooth delivery and operation of the vessels to Star Bulk. Such services
provided at a lump-sum fee of $10,000 per vessel for services leading up to and
including taking delivery of each vessel and at a daily fee of $450 per vessel
from the delivery of each vessel to Star Bulk onwards during the term of the
agreement. Combine was entitled to be reimbursed at cost by Star Bulk for any
and all expenses incurred by them in the management of the vessels, was
obligated to provide Star Bulk the full benefit of all discounts and rebates
enjoyed by them. The term of the agreement is for one year from the date of
delivery of each vessel. As of December 31, 2008, none of Star Bulk's vessels
were managed by Combine.






72




During
2007, Combine charged us approximately $91,000 for legal and other services,
which are included in the consolidated statement of income for the year ended
December 31, 2007, $84,000 related to vessel
pre-delivery expenses, which represents $10,000 per vessel from initial fleet
plus $4,000 of other capitalized expenses that were capitalized as vessel cost
as of December 31, 2007 and $0 for daily management fees since there were no
vessels under its management. During the year ended December 31, 2008, we
incurred costs of approximately $2.1 million for operational and technical
management services of Combine.  As of December 31, 2008, we had an
outstanding receivable balance of $11,345.  As of December 31, 2007
and 2006, Star Bulk had no outstanding balance with Combine.




Oceanbulk
Maritime, S.A., a related party, has paid for certain expenses on behalf of Star
Maritime. Star Bulk's director Mr. Petros Pappas is also the Honorary Chairman
of Oceanbulk, a ship management company of drybulk vessels.  Star
Bulk's Chief Executive Officer, Mr. Prokopios (Akis) Tsirigakis, as well as its
officer Mr. Christos Anagnostou had been employees of Oceanbulk until November
30, 2007.  There were no expenses incurred or charged by Oceanbulk
Maritime S.A. during the year ended December 31, 2006.  Included in
the consolidated statement of income for December 31, 2007 are legal and office
support expenses paid to Oceanbulk Maritime S.A. in the amount of approximately
$196,000.  For the year ended December 31, 2008, we earned $11.6
million net revenue under the time charter party agreements with Vinyl
Navigation which is included in voyage revenues in the consolidated statements
of income.  We also paid to Oceanbulk a brokerage commission in the
amount of $183,500 regarding the sale of Star Iota.  As of
December 31, 2008, we had an outstanding payable balance of $418.  As of
December 31, 2007 and 2006, we had no outstanding balance with
Oceanbulk.




On
December 3, 2007, we entered into an agreement with TMT, a company affiliated
with Nobu Su, one of our former directors, to acquire, Star Kappa, a 2001 built
Supramax drybulk carrier for the aggregate purchase price of $72.0 million with
a cargo carrying capacity of approximately 52,055 dwt.




On March
24, 2008, Mr. Tsirigakis, our President and Chief Executive Officer transferred
in a private transaction an aggregate of 2,473,893 of his shares and 300,000 of
his warrants to Mr. Petros Pappas, the Company's Chairman.




On March
24, 2008, Mr. George Syllantavos, our Chief Financial Officer and Secretary
transferred in a private transaction an aggregate of 981,524 of his shares and
102,500 of his warrants to Mr. Petros Pappas, the Company's
Chairman.




On June
3, 2008, we entered into an agreement with Vinyl Navigation, a company
affiliated with Oceanbulk Maritime, S.A., a company founded by Star Bulk's
Chairman, Mr. Petros Pappas, to acquire the Star Ypsilon, a Capesize
drybulk carrier for the purchase price of $87.2 million, which was the same
price that Vinyl Navigation had paid when it acquired the vessel from an
unrelated third party. We ultimately paid $86.9 million due to the late delivery
of the vessel to us.  The Star Ypsilon was delivered to
us on September 18, 2008. No commissions were charged to us on the sale or the
chartering of the Star
Ypsilon.We acquired theStar Ypsilon with an
existing above market time charter at an average daily hire rate of $91,932, and
we recorded the fair market value of time charter acquired at $14.4 million
which is being amortized as a decrease to revenues during the remaining
approximate three years period of the respective acquired time charter. Vinyl
Navigation has a back-to back charter agreement with TMT, a company controlled
by a former director of the Company, Mr. Nobu Su, on the same terms as Star
Bulk's charter agreement with Vinyl Navigation.




Interchart
Shipping Inc. or Interchart, a company affiliated to Oceanbulk acts as a
chartering broker of the Star
Zeta, the Star
Omicron, Star Beta,
Star Sigma and the Star
Cosmo. During the year ended December 31, 2008 the brokerage commission
of 1.25% on charter revenue paid to Interchart amounted approximately to
$396,533. As of December 31, 2008, Star Bulk had an outstanding liability of
approximately $6,451 to Interchart.




73


On July
10, 2007, we entered into separate employment agreements with each of Mr.
Tsirigakis and Mr. Syllantavos to employ them in their capacities as Chief
Executive Officer and President, and Chief Financial Officer and Secretary,
respectively.  Each of these agreements has a term of three years
unless terminated earlier in accordance with the terms of such agreements. Under
the employment agreements, each of Mr. Tsirigakis and Mr. Syllantavos is
expected to receive an annual salary of €80,000, or approximately $118,000 and
€70,000, or approximately $103,000, respectively. Mr. Tsirigakis and Mr.
Syllantavos will also receive additional incentive compensation as determined
annually by the compensation committee of our board of directors.




On
October 3, 2007, we also entered into separate consulting agreements with
companies owned and controlled by our Chief Executive Officer and Chief
Financial Officer respectively. Each of these agreements has a term of three
years unless terminated earlier in accordance with the terms of such agreements.
Under the consulting agreements, each company controlled by Mr. Tsirigakis and
Mr. Syllantavos respectively, is expected to receive an annual consulting fee of
€370,000, or approximately $544,000 and €250,000, or approximately $368,000. Mr.
Tsirigakis and Mr. Syllantavos will also receive a discretionary bonus and
additional incentive compensation as determined annually by the compensation
committee of our board of directors.




The
related expenses for 2007 and 2008 were $658,777 and $968,552, respectively, and
are included in general and administrative expenses in the consolidated
statement of income.




Our Chief
Executive Officer and Chief Financial Officer are also subject to
non-competition and non-solicitation covenants during the term of the agreement
and for a period of three months following termination for any
reason.




Additionally,
our Chief Executive Officer and Chief Financial Officer are entitled to receive
an annual discretionary bonus which is determined by our board of directors in
its sole discretion.  For the year ended December 31, 2008, our Chief
Executive Officer and Chief Financial Officer received 200,000 and 175,000
restricted common shares, respectively, respectively, as a discretional
bonus.




On
January 20, 2009, management and the directors reinvested the cash portion of
their dividend for the quarter ended September 30, 2008, in the amount of $1.9
million, into 818,877 newly issued shares in a private placement effectively
electing to receive the full amount of the dividend in the form of newly issued
shares.  Please see Item 5, "Operating and Financial Review and
Prospects – Dividend Payments."




All
ongoing and future transactions between us and any of our officers and directors
or their respective affiliates, including loans by our officers and directors,
if any, will be on terms believed by us to be no less favorable than are
available from unaffiliated third parties, and such transactions or loans,
including any forgiveness of loans, will require prior approval, in each
instance by a majority of our uninterested "independent" directors or the
members of our board who do not have an interest in the transaction, in either
case who had access, at our expense, to our attorneys or independent legal
counsel.




C.
Interests of Experts and Counsel




Not
Applicable.




74




Item
8. Financial Information




A.
Consolidated statements and other financial information.




See Item
18. "Financial Statements."




Legal
Proceedings




In August
2008, TMT, an indirect shareholder of Star Bulk through its nominee, F5 Capital,
alleged that it had suffered unspecified damages arising from an alleged breach
by Star Bulk of a purported obligation under the Master Agreement to maintain a
registration statement in effect so as to permit TMT to sell its 13,341,126 Star
Bulk shares freely on the open market. Among other things, TMT had demanded that
Star Bulk repurchase approximately 3.8 million shares from TMT at a share price
of $14.04 per share, which was the closing price of Star Bulk's common shares on
the Nasdaq Global Market on June 2, 2008, which demand was withdrawn by TMT in
connection with discussions between Star Bulk and TMT. Star Bulk denies that it
has any such obligation under the Master Agreement. On November 3, 2008, the
Commission declared effective a registration statement on Form F-3 relating to
the resale of shares held by F5 Capital. As of the date hereof, no claim has
been filed by TMT or any affiliate thereof against Star Bulk.




Arbitration
proceedings have commenced pursuant to disputes that have arisen with the
charterers of the Star
Alpha. The disputes relate to vessel performance characteristics and
hire. We are seeking damages for repudiations of the charter due to the early
redelivery of the vessel as well as unpaid hire, while the charterers are
seeking contingent damages resulting from the vessel's off-hire. Submissions
have been filed by the parties with the arbitration panel. The arbitration panel
is also handling additional proceedings between third parties that sub-chartered
the vessel. In the first quarter of 2009 the vessel underwent unscheduled
repairs which resulted in a 25 day off-hire period. Following the completion of
the repairs, the Star Alphawas redelivered to us by its charterers approximately one month prior to
the earliest redelivery date allowed under the time charter
agreement.




We
commenced an arbitration proceeding as complainant against Oldendorff Gmbh &
Co. KG of Germany, or Oldendorff, seeking damages resulting from Oldendorff's
repudiation of a charter relating to the Star Beta. The Star Beta had been time
chartered by a subsidiary of the Company to Industrial Carriers Inc. of Ukraine,
or ICI.  Under that time charter, ICI was obligated to pay a gross daily
charterhire rate of $106,500 until February 2010. In January 2008, ICI
sub-chartered the vessel to Oldendorff for one year at a gross daily charterhire
rate of $130,000 until February 2009. In October 2008, ICI assigned its rights
and obligations under the sub-charter to one of our subsidiaries in exchange for
ICI being released from the remaining term of the ICI charter. Oldendorff
notified us that it considers the assignment of the sub-charter to be an
effective repudiation of the sub-charter by ICI.  ICI subsequently
filed an application for protection from its creditors in a Greek insolvency
proceeding which was dismissed. ICI is appealing the dismissal. In January 2009,
we made a written submission to our appointed arbitrator asserting claims
against Oldendorff and alleged damages in the amount of approximately $14.8
million. In March 2009, we made a written submission to respond to claims that
we overpaid under the relevant time charter agreement and submitted
counterclaims in connection with the early re-delivery of the vessel. We believe
that the assignment was valid and that Oldendorff has erroneously repudiated the
sub-charter.






75




We have
not been involved in any legal proceedings which we believe may have, or have
had, a significant effect on our business, financial position, results of
operations or liquidity, nor are we aware of any proceedings that are pending or
threatened which we believe may have a significant effect on our business,
financial position, results of operations or liquidity. From time to time, we
may be subject to legal
proceedings and claims in the ordinary course of business, principally personal
injury and property casualty claims. We expect that these claims would be
covered by insurance, subject to customary deductibles. Those claims, even if
lacking merit, could result in the expenditure of significant financial and
managerial resources.




Dividend
Policy




Under the
terms of our waiver agreements with our lenders, payment of dividends and
repurchases of our shares and warrants are subject to the prior written consent
of our lenders. Please see "– Senior Secured Credit Facilities."  We
previously paid regular dividends on a quarterly basis from our operating
surplus, in amounts that allowed us to retain a portion of our cash flows to
fund vessel or fleet acquisitions, and for debt repayment and other corporate
purposes, as determined by our management and board of directors. The
declaration and payment of dividends will be subject at all times to the
discretion of our board of directors. The timing and amount of dividends will
depend on our earnings, financial condition, cash requirements and availability,
fleet renewal and expansion, restrictions in our 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.




We
believe that, under current law, our dividend payments from earnings and profits
would constitute "qualified dividend income" and as such will generally be
subject to a 15% United States federal income tax rate with respect to
non-corporate individual stockholders. Distributions in excess of our earnings
and profits will be treated first as a non-taxable return of capital to the
extent of a United States stockholder's tax basis in its common stock on a
Dollar-for-Dollar basis and thereafter as capital gain. Please see Item 10
"Additional Information—Taxation" for additional information relating to the tax
treatment of our dividend payments.




On
February 14, April 16, and July 29, 2008, we declared dividends amounting to
approximately $4.6 million ($0.10 per share, paid on February 28, 2008 to the
shareholders of record on February 25, 2008), approximately $18.8 million ($0.35
per share, paid on May 23, 2008 to the shareholders of record on May 16, 2008),
and approximately $19.4 million ($0.35 per share, paid on August 18, 2008 to the
shareholders of record on August 8, 2008), respectively.  On November
17, 2008, we declared a cash and stock dividend on our common stock totaling
$0.36 per common share for the quarter ended September 30, 2008. This dividend
was paid on December 5, 2008 to stockholders of record on November 28, 2008. The
dividend payment consisted of a cash portion in the amount of $0.18 per share
with the remaining half of the dividend paid in the form of newly issued common
shares. The amount of 4,255,002 newly issued shares was based on the volume
weighted average price of Star Bulk's shares on the Nasdaq Global Market during
the five trading days before the ex-dividend date or November 25, 2008. In
addition, as of January 20, 2009 management and the directors reinvested the
cash portion of their dividend for the quarter ended September 30, 2008, in the
amount of $1.9 million, into 818,877 newly issued shares in a private placement
at the same weighted average price as the stock portion of such dividend,
effectively electing to receive the full amount of the dividend in the form of
newly issued shares.  Under the terms of our waiver agreements with
our lenders, payment of dividends and repurchases of our shares and warrants are
subject to the prior written consent of our lenders.  Please see "Item
5. Operating and Financial Review and Prospects – Liquidity and Capital
Resources – Senior Secured Credit Facilities."




76




B.
Significant Changes




On
January 22, 2009, we filed with the Commission a universal shelf registration
statement, as amended, on Form F-3 (File No. 333-156843), which was declared
effective on February 17, 2009, covering the registration of up to $250.0
million of the Company's securities, including common shares, preferred shares,
debt securities, guarantees, warrants, purchase contracts and units and covering
up to 14,305,599 shares of the Company's common stock and 1,132,500 warrants
under the U.S. Securities Act of 1933, as amended.




In March
2009, we entered into agreements with our lenders to obtain waivers for certain
covenants including minimum asset coverage covenants contained in our loan
agreements.  Under the terms of our waiver agreements with our
lenders, payment of dividends and repurchases of our shares and warrants are
subject to the prior written consent of our lenders.  Please see "Item
5. Operating and Financial Review and Prospects – Liquidity and Capital
Resources – Senior Secured Credit Facilities."




Item
9. The Offer and Listing




A.
Offer and Listing Details





The
Company's common stock and warrants are traded on the Nasdaq Global Market under
the symbols "SBLK" and "SBLKW," respectively. Since the Redomiciliation Merger
on November 30, 2007, the price history of our common stock and warrants was as
follows:




COMMON
STOCK




2009
                
                High
                
                
                LowJanuary
      2009
                
                $
                3.34
                
                
                $
                2.20February
      2009
                
                $
                3.00
                
                
                $
                1.45March
      2009
                
                $
                2.46
                
                
                $
                1.21April
      2009*
                
                $
                2.90
                
                
                $
                2.29





2008
                
                High
                
                
                Low1st
      Quarter ended March 31, 2008
                
                $
                12.37
                
                
                $
                9.362nd
      Quarter ended June 30, 2008
                
                $
                14.34
                
                
                $
                11.39Six
      months ended June 30, 2008
                
                $
                14.34
                
                
                $
                9.363rd
      Quarter ended September 30, 2008
                
                $
                11.47
                
                
                $
                6.734th
      Quarter ended December 31, 2008
                
                $
                7.03
                
                
                $
                1.80Six
      months ended December 31, 2008
                
                $
                11.47
                
                
                $
                1.80For
      the year ended December 31, 2008
                
                $
                14.34
                
                
                $
                1.80September
      2008
                
                $
                10.18
                
                
                $
                6.73October
      2008
                
                $
                7.03
                
                
                $
                3.30November
      2008
                
                $
                4.23
                
                
                $
                2.03December
      2008
                
                $
                3.11
                
                
                $
                1.80





2007
              
              High
              
              
              LowDecember
      3, 2007 to December 31, 2007
              
              $
              14.05
              
              
              $
              13.34




* Through
April 14, 2009.






77




WARRANTS




2009
                
                
                High
                
                
                
                LowJanuary
      2009
                
                $
                0.25
                
                
                $
                0.18February
      2009
                
                $
                0.14
                
                
                $
                0.05March
      2009
                
                $
                0.08
                
                
                $
                0.04April
      2009*
                
                $
                0.06
                
                
                $
                0.04




2008
                
                High
                
                
                Low1st
      Quarter ended March 31, 2008
                
                $
                4.46
                
                
                $
                1.992nd
      Quarter ended June 30, 2008
                
                $
                6.40
                
                
                $
                3.70Six
      months ended June 30, 2008
                
                $
                6.40
                
                
                $
                1.993rd
      Quarter ended September 30, 2008
                
                $
                3.74
                
                
                $
                1.524th
      Quarter ended December 31, 2008
                
                $
                1.50
                
                
                $
                0.10Six
      months ended December 31, 2008
                
                $
                3.74
                
                
                $
                0.10For
      the year ended December 31, 2008
                
                $
                6.40
                
                
                $
                0.10September
      2008
                
                $
                2.86
                
                
                $
                1.52October
      2008
                
                $
                1.50
                
                
                $
                0.40November
      2008
                
                $
                0.85
                
                
                
                0.10December
      2008
                
                $
                0.29
                
                
                
                0.11





2007
              
              High
              
              
              LowDecember
      3, 2007 to December 31, 2007
              
              $
              7.03
              
              
              $
              0.72




* Through
April 14, 2009.




Until
November 30, 2007, Star Maritime's common stock and warrants traded on the
American Stock Exchange under the symbols "SEA" and SEA.WS," respectively, Since
Star Maritime's initial public offering in December 2005, the price history of
its common stock and warrants was as follows:




COMMON
STOCK




2007
                  
                  High
                  
                  
                  Low1st
      Quarter ended March 31, 2007
                  
                  $
                  10.30
                  
                  
                  $
                  9.862nd
      Quarter ended June 30, 2007
                  
                  $
                  12.31
                  
                  
                  $
                  10.34Six
      months ended June 30, 2007
                  
                  $
                  12.31
                  
                  
                  $
                  9.863rd
      Quarter ended September 30, 2007
                  
                  $
                  14.03
                  
                  
                  $
                  11.304th
      Quarter ended December 31, 2007
                  
                  $
                  14.05
                  
                  
                  $
                  13.34Six
      months ended December 31, 2007
                  
                  $
                  14.05
                  
                  
                  $
                  11.30For
      the year ended December 31, 2007
                  
                  $
                  14.05
                  
                  
                  $
                  9.86





2006
              
              High
              
              
              Low1st
      Quarter ended March 31, 2006
              
              $
              9.92
              
              
              $
              9.622nd
      Quarter ended June 30, 2006
              
              $
              10.16
              
              
              $
              9.47Six
      months ended June 30, 2006
              
              $
              10.16
              
              
              $
              9.473rd
      Quarter ended September 30, 2006
              
              $
              9.74
              
              
              $
              9.454th
      Quarter ended December 31, 2006
              
              $
              9.90
              
              
              $
              9.60Six
      months ended December 31, 2006
              
              $
              9.90
              
              
              $
              9.45For the
      year ended December 31, 2006
              
              $
              10.16
              
              
              $
              9.45





2005
            
            High
            
            
            LowDecember
      15, 2005 to December 31, 2005
            
            
            N/A
            
            
            
            N/A






78





WARRANTS





2007
              
              High
              
              
              Low1st
      Quarter ended March 31, 2007
              
              $
              2.15
              
              
              $
              0.722nd
      Quarter ended June 30, 2007
              
              $
              4.25
              
              
              $
              2.18Six
      months ended June 30, 2007
              
              $
              4.25
              
              
              $
              0.723rd
      Quarter ended September 30, 2007
              
              $
              5.85
              
              
              $
              3.104th
      Quarter ended December 31, 2007
              
              $
              7.03
              
              
              $
              4.36Six
      months ended December 31, 2007
              
              $
              7.03
              
              
              $
              3.10For
      the year ended December 31, 2007
              
              $
              7.03
              
              
              $
              0.72





2006
              
              High
              
              
              Low1st
      Quarter ended March 31, 2006
              
              $
              1.25
              
              
              $
              0.872nd
      Quarter ended June 30, 2006
              
              $
              1.20
              
              
              $
              0.87Six
      months ended June 30, 2006
              
              $
              1.25
              
              
              $
              0.873rd
      Quarter ended September 30, 2006
              
              $
              1.06
              
              
              $
              0.704th
      Quarter ended December 31, 2006
              
              $
              0.84
              
              
              $
              0.55Six
      months ended December 31, 2006
              
              $
              1.06
              
              
              $
              0.55For the
      year ended December 31, 2006
              
              $
              1.25
              
              
              $
              0.55





2005
            
            High
            
            
            LowDecember
      15, 2005 to December 31, 2005
            
            
            N/A
            
            
            
            N/A








B.
Plan of Distribution




Not
Applicable.




C.
Markets




Shares of
our common stock and warrants trade on the Nasdaq Global Market under the
symbols "SBLK" and "SBLKW," respectively.




D.
Selling Shareholders




Not
Applicable.




E.
Dilution




Not
Applicable.




F.
Expenses of the Issue




Not
Applicable.






Item
10. Additional Information




A.
Share Capital




Not
Applicable.




79


B.
Memorandum and Articles of Association




Directors




Our
directors are elected by a majority of the votes cast by stockholders entitled
to vote in an election. Our amended and restated articles of incorporation
provide that cumulative voting shall not be used to elect directors. Our board
of directors must consist of at least three members. The exact number of
directors is fixed by a vote of at least 66 2/3% of the entire board. Our
amended and restated articles of incorporation provide for a staggered board of
directors whereby directors shall be divided into three classes: Class A, Class
B and Class C which shall be as nearly equal in number as possible.
Shareholders, acting as at a duly constituted meeting, or by unanimous written
consent of all shareholders, initially designated directors as Class A, Class B
or Class C with only one class of directors being elected in each year and
following the initial term for each such class, each class will serve a
three-year term. The initial term of our board of directors is as follows: (i)
the term of the Company's Class A directors expires in 2011; (ii) the term of
Class B directors expires in 2009; and (iii) the term of Class C directors
expires in 2010. Each director serves his respective term of office until his
successor has been elected and qualified, except in the event of his death,
resignation, removal or the earlier termination of his term of office. Our board
of directors has the authority to fix the amounts which shall be payable to the
members of the board of directors for attendance at any meeting or for services
rendered to us.




Stockholder
Meetings




Under our
amended and restated bylaws, annual stockholder meetings will be held at a time
and place selected by our board of directors. The meetings may be held in or
outside of the Marshall Islands. Special meetings may be called by the board of
directors, chairman of the board or by the president. Our board of directors may
set a record date between 10 and 60 days before the date of any meeting to
determine the stockholders that will be eligible to receive notice and vote at
the meeting.




Dissenters'
Rights of Appraisal and Payment




Under the
BCA, our stockholders have the right to dissent from various corporate actions,
including any merger or consolidation, sale of all or substantially all of our
assets not made in the usual course of our business, and receive payment of the
fair value of their shares. In the event of any further amendment of our amended
and restated articles of incorporation, a stockholder also has the right to
dissent and receive payment for his or her shares if the amendment alters
certain rights in respect of those shares. The dissenting stockholder must
follow the procedures set forth in the BCA to receive payment. In the event that
we and any dissenting stockholder fail to agree on a price for the shares, the
BCA procedures involve, among other things, the institution of proceedings in
the high court of the Republic of the Marshall Islands or in any appropriate
court in any jurisdiction in which the Company's shares are primarily traded on
a local or national securities exchange.




Stockholders'
Derivative Actions




Under the
BCA, any of our stockholders may bring an action in our name to procure a
judgment in our favor, also known as a derivative action, provided that the
stockholder bringing the action is a holder of common stock both at the time the
derivative action is commenced and at the time of the transaction to which the
action relates.




80




Indemnification
of Officers and Directors




Our
amended and restated bylaws includes a provision that entitles any our directors
or officers to be indemnified by us upon the same terms, under the same
conditions and to the same extent as authorized by the BCA if he acted in good
faith and in a manner reasonably believed to be in and not opposed to our best
interests, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.




We are
also authorized to carry directors' and officers' insurance as a protection
against any liability asserted against our directors and officers acting in
their capacity as directors and officers regardless of whether we would have the
power to indemnify such director or officer against such liability bylaw or
under the provisions of our bylaws. We believe that these indemnification
provisions and insurance are useful to attract and retain qualified directors
and executive officers.




The
indemnification provisions in our amended and restated bylaws may discourage
stockholders from bringing a lawsuit against directors for breach of their
fiduciary duty. These provisions may also have the effect of reducing the
likelihood of derivative litigation against directors and officers, even though
such an action, if successful, might otherwise benefit us and our stockholders.
There is currently no pending material litigation or proceeding involving any of
our directors, officers or employees for which indemnification is
sought.




Anti-takeover
Provisions of our Charter Documents




Several
provisions of our amended and restated articles of incorporation and bylaws may
have anti-takeover effects. These provisions are intended to avoid costly
takeover battles, lessen our vulnerability to a hostile change of control and
enhance the ability of our board of directors to maximize stockholder value in
connection with any unsolicited offer to acquire us. However, these anti
-takeover provisions, which are summarized below, could also discourage, delay
or prevent (1) the merger or acquisition of our company by means of a tender
offer, a proxy contest or otherwise, that a stockholder may consider in its best
interest and (2) the removal of incumbent officers and directors.




Blank
Check Preferred Stock




Under the
terms of our amended and restated articles of incorporation, our board of
directors has authority, without any further vote or action by our stockholders,
to issue up to 25.0 million shares of blank check preferred stock. Our board of
directors may issue shares of preferred stock on terms calculated to discourage,
delay or prevent a change of control of our company or the removal of our
management.




Classified
Board of Directors




Our
amended and restated articles of incorporation provide for a board of directors
serving staggered, three-year terms. Approximately one-third of our board of
directors will be elected each year. The classified board provision could
discourage a third party from making a tender offer for our shares or attempting
to obtain control of our company. It could also delay stockholders who do not
agree with the policies of the board of directors from removing a majority of
the board of directors for two years.




Election
and Removal of Directors




Our
amended and restated articles of incorporation prohibit cumulative voting in the
election of directors. Our articles of incorporation also require shareholders
to give advance written notice of nominations
for the election of directors. Our articles of incorporation further provide
that our directors may be removed only for cause and only upon affirmative vote
of the holders of at least 70% of the outstanding voting shares of the Company.
These provisions may discourage, delay or prevent the removal of incumbent
officers and directors.






81




Limited
Actions by Stockholders




Our
bylaws provide that if a quorum is present, and except as otherwise expressly
provided by law, the affirmative vote of a majority of the shares of stock
represented at the meeting shall be the act of the shareholders. Shareholders
may act by way of written consent in accordance with the provisions of Section
67 of the BCA.




Advance
Notice Requirements for Shareholder Proposals and Director
Nominations




Our
amended and restated articles of incorporation provide that shareholders seeking
to nominate candidates for election as directors or to bring business before an
annual meeting of shareholders must provide timely notice of their proposal in
writing to the corporate secretary. Generally, to be timely, a shareholder's
notice must be received at our principal executive offices not less than 120
days nor more than 180 days prior to the one year anniversary of the preceding
year's annual meeting. Our articles of incorporation also specify requirements
as to the form and content of a shareholder's notice. These provisions may
impede shareholders' ability to bring matters before an annual meeting of
shareholders or make nominations for directors at an annual meeting of
shareholders.




C.
Material Contracts




We have
entered into three credit facilities with Commerzbank A.G. and Piraeus Bank, as
agent and as lender. For a discussion of our term loan facilities, please see
the section of this annual report entitled "Operating and Financial Review and
Prospects – Liquidity and Capital Resources – Senior Secured Credit
Facilities."  We have no other material contracts, other than
contracts entered into in the ordinary course of business, to which the Company
or any member of the group is a party.




D.
Exchange Controls




Under
Marshall Islands and Greek law, there are currently no restrictions on the
export or import of capital, including foreign exchange controls or restrictions
that affect the remittance of dividends, interest or other payments to
non-resident holders of our common stock.




E.
Taxation




United
States Taxation




The
following discussion is based upon the provisions of the U.S. Internal Revenue
Code of 1986, as amended (the "Code"), existing and proposed U.S. Treasury
Department regulations, administrative rulings, pronouncements and judicial
decisions, all as of the date of this Annual Report. This discussion assumes
that decisions, all as of the date of this Annual Report. This discussion
assumes that we do not have an office or other fixed place of business in the
United States.




Tax
Classification of the Company




Star
Maritime was a Delaware corporation which merged into the Company pursuant to
the Redomiciliation Merger as more specifically described above.




82


Section
7874(b) of the Code ("Section 7874(b)") provides that a corporation organized
outside the United States, such as the Company, which acquires (pursuant to a
"plan" or a "series of related transactions") substantially all of the assets of
a corporation organized in the United States, such as Star Maritime, 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) were to apply to Star Maritime and the Redomiciliation Merger,
then the Company, 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. In addition, as a domestic
corporation, any dividends paid by us to a Non-U.S. Holder, as defined below,
would be subject to a U.S. federal income tax withholding at the rate of 30 % or
such lower rate as provided by applicable tax treaty.




After the
completion of the Redomiciliation Merger, the shareholders of Star Maritime
owned less than 80 % of the Company. Star Maritime received an opinion of its
counsel, Seward & Kissel LLP, that Star Bulk should not be subject to
Section 7874(b) after the Redomiciliation Merger. Based on the structure of the
Redomiciliation Merger, the Company believes that it is not subject to U.S.
federal income tax as a U.S. domestic corporation on its worldwide income for
taxable years after 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 the
Company 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 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 the Company is subject to U.S.
federal income tax on its worldwide income after the Redomiciliation Merger,
although the Company believes that such an assertion should not be
successful.




The
remainder of this discussion assumes that the Company will not be treated as a
U.S. domestic corporation for any taxable year.




Taxation
of the Company's Shipping Income




We
anticipate that we will derive substantially all of our gross income from the
use and operation of vessels in international commerce and that this income will
principally consist of freights from the transportation of cargoes (including
COAs), hire or lease from time or voyage charters and the performance of
services directly related thereto, which we refer to as "shipping
income."




Shipping
income that is attributable to transportation that begins or ends, but that does
not both begin and end, in the United States will be considered to be 50%
derived from sources within the United States. Shipping income attributable to
transportation that both begins and ends in the United States will be considered
to be 100% derived from sources within the United States. We are not permitted
by law to engage in transportation that gives rise to 100% U.S. source income.
Shipping income attributable to transportation exclusively between non-U.S.
ports will be considered to be 100% derived from sources outside the United
States. Shipping Income derived from sources outside the United States will not
be subject to U.S. federal income tax.




Based
upon our anticipated shipping operations, our vessels will operate in various
parts of the world, including to or from U.S. ports. Unless exempt from U.S.
taxation under Section 883 of the Code, we will be subject to U.S. federal
income taxation, in the manner discussed below, to the extent our shipping
income is considered derived from sources within the United States.




83




Application
of Code Section 883




Under the
relevant provisions of Section 883 of the Code and the final regulations
interpreting Section 883, as promulgated by the U.S. Treasury Department, we
will be exempt from U.S. taxation on our U.S. source shipping income
if:




(i)       we
are organized in a "qualified foreign country" which is one that grants an
equivalent exemption from tax to corporations organized in the United States in
respect of each category of shipping income for which exemption is being claimed
under Section 883 and which we refer to as the "country of organization
requirement"; and




(ii)      we
can satisfy any one of the following two (2) stock ownership
requirements:




·
            more
      than 50% of our stock, in terms of value, is beneficially owned by
      individuals who are residents of a qualified foreign country, which the
      Company refers to as the "50% Ownership Test";
  or




·
            our
      stock is "primarily and regularly" traded on an established securities
      market located in the United States or in a qualified foreign country,
      which we refer to as the "Publicly Traded
Test".




The U.S.
Treasury Department has recognized the Marshall Islands, our country of
incorporation and the country of incorporation our ship-owning subsidiaries as
qualified foreign countries. Accordingly, we satisfy the country of organization
requirement.




Therefore,
our eligibility to qualify for exemption under Section 883 is wholly dependent
upon being able to satisfy one of the stock ownership requirements. For the 2008
taxable year, we believe that it satisfied the Publicly-Traded Test since, for
more than half the days of our 2008 taxable year, our stock was "primarily and
regularly traded" on the Nasdaq Global Market which is an "established
securities market" in the United States within the meaning of the Section 883
regulations and we intend to take this position on our 2008 United States income
tax return.




Taxation
in Absence of Internal Revenue Code Section 883 Exemption




To the
extent the benefits of Section 883 are unavailable with respect to any item of
U.S. source income, our U.S. source shipping income would be subject to a 4% tax
imposed by Section 887 of the Code on a gross basis, without the benefit of
deductions. Since under the sourcing rules described above, no more than 50% of
our shipping income would be treated as being derived from U.S. sources, the
maximum effective rate of U.S. federal income tax on our shipping income would
never exceed 2% under the 4% gross basis tax regime.




Based on
the U.S. source Shipping Income for 2008, we would be subject to U.S. federal
income tax of approximately $258,212 under Section 887 in the absence of an
exemption under Section 883.




Gain
on Sale of Vessels




Regardless
of whether we qualify for exemption under Section 883, we will not be subject to
United States federal income taxation with respect to gain realized on a sale of
a vessel, provided the sale is considered to occur outside of the United States
under U.S. federal income tax principles. In general, a sale of a vessel will be
considered to occur outside of the United States for this purpose if title to
the vessel, and risk of loss with respect to the vessel, pass to the buyer
outside of the United States. It is expected that any sale of a vessel by us
will be considered to occur outside of the United States.




84




United
States Federal Income Taxation of Holders of Common Stock




The
following is a discussion of the material United States federal income tax
consequences applicable to a U.S. Holder and a Non-U.S. Holder, each as defined
below, of our common stock. This discussion does not purport to deal with the
tax consequences of owning common stock to all categories of investors, some of
which, such as dealers in securities, investors whose functional currency is not
the Dollar and investors that own, actually or under applicable constructive
ownership rules, 10% or more of our common stock, may be subject to special
rules. This discussion deals only with holders who hold the common stock as a
capital asset. Shareholders are encouraged to consult their own tax advisors
concerning the overall tax consequences arising in their particular situation
under United States federal, state, local or foreign law of the ownership of
common stock.




United
States Federal Income Taxation of U.S. Holders




As used
herein, the term "U.S. Holder" means a beneficial owner of common stock that is
a United States citizen or resident, United States corporation or other United
States entity taxable as a corporation, an estate the income of which is subject
to United States federal income taxation regardless of its source, or a trust if
a court within the United States is able to exercise primary jurisdiction over
the administration of the trust and one or more United States persons have the
authority to control all substantial decisions of the trust.




If a
partnership holds our common stock, the tax treatment of a partner will
generally depend upon the status of the partner and upon the activities of the
partnership. If you are a partner in a partnership holding our common stock, you
are encouraged to consult your tax advisor.




Distributions




Subject
to the discussion of passive foreign investment companies below, any
distributions made by us with respect to our common stock to a U.S. Holder will
generally constitute dividends, which may be taxable as ordinary income or
"qualified dividend income" as described in more detail below, to the extent of
our current or accumulated earnings and profits, as determined under United
States federal income tax principles. Distributions in excess of our earnings
and profits will be treated first as a nontaxable return of capital to the
extent of the U.S. Holder's tax basis in his common stock on a Dollar-for-Dollar
basis and thereafter as capital gain. Because we are not a United States
corporation, U.S. Holders that are corporations will not be entitled to claim a
dividends received deduction with respect to any distributions they receive from
us. Dividends paid with respect to our common stock will generally be treated as
"passive category income" or, in the case of certain types of U.S. Holders,
"general category income" for purposes of computing allowable foreign tax
credits for United States foreign tax credit purposes.




Dividends
paid on our common stock to a U.S. Holder who is an individual, trust or estate
(a "U.S. Individual Holder") will generally be treated as "qualified dividend
income" that is taxable to such U.S. Individual Holders at preferential tax
rates (through 2010) provided that (1) the common stock is readily tradable on
an established securities market in the United States (such as the Nasdaq Global
Market, on which our common stock is listed); (2) we are not a passive foreign
investment company for the taxable year during which the dividend is paid or the
immediately preceding taxable year (which we do not believe we are, have been or
will be); and (3) the U.S. Individual Holder has owned the common stock for more
than 60 days in the 121-day period beginning 60 days before the date on which
the common stock becomes ex-dividend. There is no assurance that any dividends
paid on our common stock will be eligible for these preferential rates in the
hands of a U.S. Individual Holder. Legislation has been previously introduced in
the U.S. Congress which, if enacted in its present form, would preclude our dividends
from qualifying for such preferential rates prospectively from the date of the
enactment. Any dividends paid by us which are not eligible for these
preferential rates will be taxed as ordinary income to a U.S.
Holder.






85




Special
rules may apply to any "extraordinary dividend" generally, a dividend in an
amount which is equal to or in excess of ten percent of a stockholder's adjusted
basis (or fair market value in certain circumstances) in a share of common stock
paid by us. If we pay an "extraordinary dividend" on our common stock that is
treated as "qualified dividend income," then any loss derived by a U.S.
Individual Holder from the sale or exchange of such common stock will be treated
as long-term capital loss to the extent of such dividend.




Sale,
Exchange or other Disposition of Common Stock




Assuming
we do not constitute a passive foreign investment company for any taxable year,
a U.S. Holder generally will recognize taxable gain or loss upon a sale,
exchange or other disposition of our common stock in an amount equal to the
difference between the amount realized by the U.S. Holder from such sale,
exchange or other disposition and the U.S. Holder's tax basis in such stock.
Such gain or loss will be treated as long-term capital gain or loss if the U.S.
Holder's holding period is greater than one year at the time of the sale,
exchange or other disposition. Such capital gain or loss will generally be
treated as U.S.-source income or loss, as applicable, for U.S. foreign tax
credit purposes. A U.S. Holder's ability to deduct capital losses is subject to
certain limitations.




Passive
Foreign Investment Company Status and Significant Tax Consequences




Special
United States federal income tax rules apply to a U.S. Holder that holds stock
in a foreign corporation classified as a passive foreign investment company for
United States federal income tax purposes. In general, we will be treated as a
passive foreign investment company with respect to a U.S. Holder if, for any
taxable year in which such holder held our common stock, either:




·
            at
      least 75% of our gross income for such taxable year consists of passive
      income (e.g., dividends, interest, capital gains and rents derived other
      than in the active conduct of a rental business);
  or




·
            at
      least 50% of the average value of the assets held by the corporation
      during such taxable year produce, or are held for the production of,
      passive income.




For
purposes of determining whether we are a passive foreign investment company, we
will be treated as earning and owning our proportionate share of the income and
assets, respectively, of any of our subsidiary corporations in which we own at
least 25% of the value of the subsidiary's stock. Income earned, or deemed
earned, by us in connection with the performance of services would not
constitute passive income. By contrast, rental income would generally constitute
"passive income" unless we were treated under specific rules as deriving our
rental income in the active conduct of a trade or business.




Based on
our current operations and future projections, we do not believe that we are,
nor do we expect to become, a passive foreign investment company with respect to
any taxable year. Although there is no legal authority directly on point, and we
are not relying upon an opinion of counsel on this issue, our belief is based
principally on the position that, for purposes of determining whether we are a
passive foreign investment company, the gross income we derive or are deemed to
derive from the time chartering and voyage chartering activities of our
wholly-owned subsidiaries should constitute services income, rather than rental
income. Correspondingly, such income should not constitute passive income, and
the assets that we or our wholly-owned subsidiaries own and operate in
connection with the production of such income, in particular, the tankers,
should not constitute passive assets for purposes of determining
whether we are a passive foreign investment company. We believe there is
substantial legal authority supporting our position consisting of case law and
Internal Revenue Service pronouncements concerning the characterization of
income derived from time charters and voyage charters as services income for
other tax purposes. However, in the absence of any legal authority specifically
relating to the statutory provisions governing passive foreign investment
companies, the Internal Revenue Service or a court could disagree with our
position. In addition, although we intend to conduct our affairs in a manner to
avoid being classified as a passive foreign investment company with respect to
any taxable year, we cannot assure you that the nature of our operations will
not change in the future.






86




As
discussed more fully below, if we were to be treated as a passive foreign
investment company for any taxable year, a U.S. Holder would be subject to
different taxation rules depending on whether the U.S. Holder makes an election
to treat us as a "Qualified Electing Fund," which election we refer to as a "QEF
election." As an alternative to making a QEF election, a U.S. Holder should be
able to make a "mark-to-market" election with respect to our common stock, as
discussed below.




Taxation
of U.S. Holders Making a Timely QEF Election




If a U.S.
Holder makes a timely QEF election, which U.S. Holder we refer to as an
"Electing Holder," the Electing Holder must report each year for United States
federal income tax purposes his pro rata share of our ordinary earnings and our
net capital gain, if any, for our taxable year that ends with or within the
taxable year of the Electing Holder, regardless of whether or not distributions
were received from us by the Electing Holder. The Electing Holder's adjusted tax
basis in the common stock will be increased to reflect taxed but undistributed
earnings and profits. Distributions of earnings and profits that had been
previously taxed will result in a corresponding reduction in the adjusted tax
basis in the common stock and will not be taxed again once distributed. An
Electing Holder would generally recognize capital gain or loss on the sale,
exchange or other disposition of our common stock. A U.S. Holder would make a
QEF election with respect to any year that our company is a passive foreign
investment company by filing IRS Form 8621 with his United States federal income
tax return. If we were aware that we were to be treated as a passive foreign
investment company for any taxable year, we would provide each U.S. Holder with
all necessary information in order to make the QEF election described
above.




Taxation
of U.S. Holders Making a "Mark-to-Market" Election




Alternatively,
if we were to be treated as a passive foreign investment company for any taxable
year and, as we anticipate, our stock is treated as "marketable stock," a U.S.
Holder would be allowed to make a "mark-to-market" election with respect to our
common stock, provided the U.S. Holder completes and files IRS Form 8621 in
accordance with the relevant instructions and related Treasury Regulations. If
that election is made, the U.S. Holder generally would include as ordinary
income in each taxable year the excess, if any, of the fair market value of the
common stock at the end of the taxable year over such holder's adjusted tax
basis in the common stock. The U.S. Holder would also be permitted an ordinary
loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis
in the common stock over its fair market value at the end of the taxable year,
but only to the extent of the net amount previously included in income as a
result of the mark-to-market election. A U.S. Holder's tax basis in his common
stock would be adjusted to reflect any such income or loss amount. Gain realized
on the sale, exchange or other disposition of our common stock would be treated
as ordinary income, and any loss realized on the sale, exchange or other
disposition of the common stock would be treated as ordinary loss to the extent
that such loss does not exceed the net mark-to-market gains previously included
by the U.S. Holder.




Taxation
of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election




Finally,
if we were to be treated as a passive foreign investment company for any taxable
year, a U.S. Holder who does not make either a QEF election or a
"mark-to-market" election for that year, whom we refer to as a "Non-Electing
Holder," would be subject to special rules with respect to (1) any excess
distribution (i.e., the portion of any distributions received by the
Non-Electing Holder on our common stock in a taxable year in excess of 125% of
the average annual distributions received by the Non-Electing Holder in the
three preceding taxable years, or, if shorter, the Non-Electing Holder's holding
period for the common stock), and (2) any gain realized on the sale, exchange or
other disposition of our common stock. Under these special rules:




87






·
            the
      excess distribution or gain would be allocated ratably over the
      Non-Electing Holders' aggregate holding period for the common
      stock;




·
            the
      amount allocated to the current taxable year and any taxable year before
      we became a passive foreign investment company would be taxed as ordinary
      income; and




·
            the
      amount allocated to each of the other taxable years would be subject to
      tax at the highest rate of tax in effect for the applicable class of
      taxpayer for that year, and an interest charge for the deemed deferral
      benefit would be imposed with respect to the resulting tax attributable to
      each such other taxable year.




These
penalties would not apply to a pension or profit sharing trust or other
tax-exempt organization that did not borrow funds or otherwise utilize leverage
in connection with its acquisition of our common stock. If a Non-Electing Holder
who is an individual dies while owning our common stock, such holder's successor
generally would not receive a step-up in tax basis with respect to such
stock.




United
States Federal Income Taxation of "Non-U.S. Holders"




A
beneficial owner of common stock (other than a partnership) that is not a U.S.
Holder is referred to herein as a "Non-U.S. Holder."




Dividends
on Common Stock




Non-U.S.
Holders generally will not be subject to United States federal income tax or
withholding tax on dividends received from us with respect to our common stock,
unless that income is effectively connected with the Non-U.S. Holder's conduct
of a trade or business in the United States. If the Non-U.S. Holder is entitled
to the benefits of a United States income tax treaty with respect to those
dividends, that income is taxable only if it is attributable to a permanent
establishment maintained by the Non-U.S. Holder in the United
States.




Sale,
Exchange or Other Disposition of Common Stock




Non-U.S.
Holders generally will not be subject to United States federal income tax or
withholding tax on any gain realized upon the sale, exchange or other
disposition of our common stock, unless:




·
            the
      gain is effectively connected with the Non-U.S. Holder's conduct of a
      trade or business in the United States. If the Non-U.S. Holder is entitled
      to the benefits of an income tax treaty with respect to that gain, that
      gain is taxable only if it is attributable to a permanent establishment
      maintained by the Non-U.S. Holder in the United States;
  or




·
            the
      Non-U.S. Holder is an individual who is present in the United States for
      183 days or more during the taxable year of disposition and other
      conditions are met.




88


If
      the Non-U.S. Holder is engaged in a United States trade or business for
      United States federal income tax purposes, the income from the common
      stock, including dividends and the gain from the sale, exchange or other
      disposition of the stock that is effectively connected with the conduct of
      that trade or business will generally be subject to regular United States
      federal income tax in the same manner as discussed in the previous section
      relating to the taxation of U.S. Holders. In addition, if you are a
      corporate Non-U.S. Holder, your earnings and profits that are attributable
      to the effectively connected income, which are subject to certain
      adjustments, may be subject to an additional branch profits tax at a rate
      of 30%, or at a lower rate as may be specified by an applicable income tax
      treaty.




Backup
Withholding and Information Reporting




In
general, dividend payments, or other taxable distributions, made within the
United States to you will be subject to information reporting requirements. Such
payments will also be subject to backup withholding tax if you are a
non-corporate U.S. Holder and you:




·
            fail
      to provide an accurate taxpayer identification
  number;




·
            are
      notified by the Internal Revenue Service that you have failed to report
      all interest or dividends required to be shown on your federal income tax
      returns; or




·
            in
      certain circumstances, fail to comply with applicable certification
      requirements.




Non-U.S.
Holders may be required to establish their exemption from information reporting
and backup withholding by certifying their status on Internal Revenue Service
Form W-8BEN, W-8ECI or W-8IMY, as applicable.




If you
sell your common stock to or through a United States office or broker, the
payment of the proceeds is subject to both United States backup withholding and
information reporting unless you certify that you are a non-U.S. person, under
penalties of perjury, or you otherwise establish an exemption. If you sell your
common stock through a non-United States office of a non-United States broker
and the sales proceeds are paid to you outside the United States then
information reporting and backup withholding generally will not apply to that
payment. However, United States information reporting requirements, but not
backup withholding, will apply to a payment of sales proceeds, even if that
payment is made to you outside the United States, if you sell your common stock
through a non-United States office of a broker that is a United States person or
has some other contacts with the United States.




Backup
withholding tax is not an additional tax. Rather, you generally may obtain a
refund of any amounts withheld under backup withholding rules that exceed your
income tax liability by filing a refund claim with the Internal Revenue
Service.




Marshall
Islands Tax Consequences




We are
incorporated in the Marshall Islands. Under current Marshall Islands law, we are
not subject to tax on income or capital gains, and no Marshall Islands
withholding tax will be imposed upon payments of dividends by us to our
stockholders.




F.
Dividends and paying agents




Not
Applicable.




89




G.
Statement by experts




Not
Applicable.




H.
Documents on display




We file
reports and other information with the Commission. These materials, including
this annual report and the accompanying exhibits, may be inspected and copied at
the public reference facilities maintained by the Commission at 100 F Street,
N.E., Washington, D.C. 20549, or from the Commission's website
http://www.sec.gov. You may obtain information on the operation of the public
reference room by calling 1 (800) SEC-0330 and you may obtain copies at
prescribed rates.




I.
Subsidiary information




Not
Applicable.




Item
11. Quantitative and Qualitative Disclosures about Market Risk




Interest
Rates




The
international drybulk industry is a capital intensive industry, requiring
significant amounts of investment. Much of this investment is provided in the
form of long-term debt. Our debt usually contains interest rates that fluctuate
with LIBOR. Increasing interest rates could adversely impact future
earnings.




Under our
amended term loans with both Commerzebank AG and Piraeus Bank we pay an
interest rate of LIBOR plus a margin of 2%. As of April 9, 2009, we had $120.0
million outstanding under our term loan with Commerzebank AG and a total of
$162.5 million outstanding under our term loans with Piraeus Bank.




Our
interest expense for the year ended December 31, 2008 was $10.2
million.  Our estimated interest expense for the year ended December
31, 2009 is $14.2 million.  Our interest expense estimate is based on
the amount of our outstanding borrowings under our term loan facilities as of
December 31, 2008 and the weighted average interest rate of our term loan
facilities for the year ended December 31, 2008, in the amount of
4.39%.  Our interest expense is affected by changes in the general
level of interest rates. As an indication of the extent of our sensitivity to
interest rate changes, an increase of 100 basis points will increase our
interest expense for the year ended December 31, 2009 by $2.8 million assuming
the same debt profile throughout the year.




The
following table sets forth the sensitivity of loans in millions of Dollars to a
100 basis points increase in LIBOR during the next five years:




For
      the year
                          ended
                          December
      31,
                        
                        Estimated
      amount
                          of
      interest expense
                        
                        Estimated
      amount
                          of
      interest expense after an increase of 100 basis points
                        
                        Sensitivity2009
                        
                        
                        14.2
                        
                        17.0
                        
                        2.82010
                        
                        
                        10.3
                        
                        12.5
                        
                        2.22011
                        
                        
                        7.9
                        
                        9.7
                        
                        1.82012
                        
                        
                        6.5
                        
                        7.9
                        
                        1.42013
                        
                        
                        5.5
                        
                        6.7
                        
                        1.244.4
                        
                        53.8
                        
                        9.4





90


Currency
and Exchange Rates




We
generate all of our revenues in Dollars and operating expenses in currencies
other than the Dollar are less than 1% of total operation expenses. However, 41%
of our general and administrative expenses including consulting fees, salaries
and traveling expenses were incurred in Euros. For accounting purposes, expenses
incurred in Euros are converted into Dollars at the exchange rate prevailing on
the date of each transaction. Because a significant portion of our expenses are
incurred in currencies other than the Dollar, our expenses may from time to time
increase relative to our revenues as a result of fluctuations in exchange rates,
particularly between the Dollar and the Euro, which could affect the amount of
net income that we report in future periods. As of December 31, 2008, the effect
of a 1% adverse movement in Dollar/Euro exchange rates would have resulted in an
increase of $51,526 in our general and administrative expense. While we
historically have not mitigated the risk associated with exchange rate
fluctuations through the use of financial derivatives, we may determine to
employ such instruments from time to time in the future in order to minimize
this risk. Our use of financial derivatives, including interest rate swaps,
would involve certain risks, including the risk that losses on a hedged position
could exceed the nominal amount invested in the instrument and the risk that the
counterparty to the derivative transaction may be unable or unwilling to satisfy
its contractual obligations, which could have an adverse effect on our
results.




Forward
Freight Agreements




From time
to time, we may take positions in derivative instruments including freight
forward agreements, or FFAs. Generally, FFAs and other derivative instruments
may be used to hedge a vessel owner's exposure to the charter market for a
specified route and period of time. Upon settlement, if the contracted charter
rate is less than the average of the rates, as reported by an identified index,
for the specified route and time period, the seller of the FFA is required to
pay the buyer an amount equal to the difference between the contracted rate and
the settlement rate, multiplied by the number of days in the specified period.
Conversely, if the contracted rate is greater than the settlement rate, the
buyer is required to pay the seller the settlement sum. If we take positions in
FFAs or other derivative instruments we could suffer losses in the settling or
termination of the FFA. This could adversely affect our results of operation and
cash flow.




During
the year ended December 31, 2008, we entered into a limited number
of  FFAs on the Capesize index.  The FFAs are intended to
serve as an approximate hedge for our Capesize vessels trading in the spot
market for 2009 and 2010, effectively locking-in the approximate amount of
revenue that we expect to receive from such vessels for the relevant periods.
Our FFAs do not qualify as cash flow hedges for accounting purposes
and expect that such FFAs are recorded on our balance sheet at fair value.
All of our FFAs are cleared transactions and are intended as approximate hedges
to our physical exposure in the spot market.




During
the year ended December 31, 2008, the gain from FFAs amounted to
$250,620.  As of April 9, 2009, an unrealized loss of $1.9 million was
incurred as a result of the adjustment in the fair value of the
FFAs.




Item
12. Description of Securities Other than Equity Securities




A.
Debt securities




Not
Applicable.




91




B.
Warrants and rights




Not
Applicable.




C.
Other securities




Not
Applicable.




D.
American depository shares




Not
Applicable.




PART
II




Item
13. Defaults, Dividend Arrearages and Delinquencies




None.




Item
14. Material Modifications to the Rights of Security Holders and Use of
Proceeds




None.




Item
15. Controls and Procedures




(a)           Disclosure
Controls and Procedures




The
Company's Chief Executive Officer and Chief Financial Officer have conducted an
evaluation of the effectiveness of the Company's disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2008.
The Company's disclosure controls and procedures are designed to ensure that
information required to be disclosed in the reports the Company files under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms,
and that such information is accumulated and communicated to the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, to allow for timely decisions regarding required
disclosures.




Based on
this evaluation, the Company's Chief Executive Officer and Chief Financial
Officer concluded that, as of December 31, 2008, the Company's disclosure
controls and procedures are effective to provide reasonable assurance that the
information required to be disclosed by us in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Commission's rules and forms.
Our management recognizes that any controls and procedures no matter how well
designed or operated, can only provide reasonable assurance that the objectives
of the control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs.  Our disclosure
controls and procedures have been designed to provide reasonable assurance of
achieving their objectives.  However, because of the inherent
limitations in all control systems, even after the remediation efforts described
above, no evaluation of controls can provide absolute assurance that all control
issues, if any, within the Company, have been detected..


92




(b)           Management's
Annual Report on Internal Control Over Financial Reporting




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the
Securities and Exchange Act of 1934, as amended. The Company's internal control
over financial reporting is a process designed under the supervision of the
Company's Chief Executive Officer and Chief Financial Officer, and carried out
by our board of directors, management, and other personnel, to provide
reasonable assurance regarding the reliability of the Company's financial
reporting and the preparation of the Company's consolidated financial statements
for external reporting purposes in accordance with US GAAP. The Company's
internal control over financial reporting includes policies and procedures
that:




·
            Pertain
      to the maintenance of records that, in reasonable detail, accurately and
      fairly reflect transactions and dispositions of assets of the
      Company;




·
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of consolidated financial statements in accordance with US
      GAAP, and that receipts and expenditures are being made only in accordance
      with authorizations of management and directors of the Company;
      and




·
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of the Company's assets that
      could have a material effect on the consolidated financial
      statements.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.




Management
has assessed the effectiveness of the Company's internal control over financial
reporting at December 31, 2008, based on the framework established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on the aforementioned assessment, management
concluded that internal control over financial reporting is effective as of
December 31, 2008.




(c)           Attestation
Report of the Registered Public Accounting Firm




Deloitte,
Hadjipavlou Sofianos & Cambanis S.A., our independent registered public
accounting firm, as auditors of the consolidated financial statements of the
Company for the year ended December 31, 2008, has also audited the effectiveness
of the Company's internal control over financial reporting as stated in their
audit report which is included below.




(d)           Changes
in Internal Control over Financial Reporting




During
the evaluation performed as of December 31, 2007, we and our independent
registered accounting firm identified material weaknesses in our internal
controls. The material weaknesses related to the absence of sufficient time for
management to (1) design and implement a comprehensive system of internal
controls and (2) hire sufficient accounting personnel with the requisite US GAAP
expertise that are required to support our operation as a shipping company.
However, management believes it made the adjustments to present the annual
consolidated financial statements for the year ended December 31, 2007 in
accordance with US GAAP.




The
following changes were made to the Company's internal control over financial
reporting during the year ended December 31, 2008 to remediate the material
weaknesses, as disclosed in our Annual Report on Form 20-F for the year ended
December 31, 2007:




93




●
              We
      have appointed external consultants (one of the 4 largest consulting
      companies) to assist us with completing our implementation of a
      comprehensive system of internal controls over financial closing and
      reporting.  In addition, the consultants have assisted us with
      documenting and evaluating the adequacy and operating effectiveness of our
      company's internal control environment for the year ended December 31,
      2008.●
              We
      have hired key employees with the appropriate level of US GAAP expertise
      and significant professional experience in the shipping
      industry.  These individuals together with management,
      effectively completed the financial and reporting process for the year
      ended December 31, 2008.




●
            We
      have established a policy regarding the training of our accounting
      personnel in US GAAP.




●
            We
      have evaluated the overall effectiveness of our remediation plan and
      concluded that we have established and maintained adequate internal
      control over financial reporting.




There
were no other changes in our internal controls over financial reporting that
occurred during the period covered by this Annual Report that have materially
effected, or are reasonably likely to materially affect, our internal control
over financial reporting.




94


REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Stockholders of Star Bulk Carriers Corp.


Majuro,
Republic of the Marshall Islands





We have
audited the internal control over financial reporting of Star Bulk Carriers
Corp. and subsidiaries (the "Company") as of December 31, 2008, based on
criteria established in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission.  The
Company's management is responsible for maintaining effective internal control
over financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in the accompanying Management's
Annual Report on Internal Control over Financial Reporting.  Our
responsibility is to express an opinion on the Company's internal control over
financial reporting based on our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects.  Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances.  We
believe that our audit provides a reasonable basis for our opinion.




A
company's internal control over financial reporting is a process designed by, or
under the supervision of, the company's principal executive and principal
financial officers, or persons performing similar functions, and effected by the
company's board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.  A company's internal
control over financial reporting includes those policies and procedures that (1)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial
statements.




Because
of the inherent limitations of internal control over financial reporting,
including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may not be prevented or
detected on a timely basis.  Also, projections of any evaluation of
the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.




In our
opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of December 31, 2008, based on the criteria
established in Internal Control — Integrated Frameworkissued by the Committee
of Sponsoring Organizations of the Treadway Commission.






95




We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the consolidated financial statements as of and
for the year ended D ecember
31, 2008 of the Company and our report dated April 15, 2009 expressed an
unqualified opinion on those financial statements.




Deloitte


Hadjipavlou
Sofianos & Cambanis S.A.


Athens,
Greece





April 15,
2009


96


Item
16A. Audit Committee Financial Expert




The Board
of Directors of the Company has determined that Mr. Softeland, whose
biographical details are included in Item 6 "Directors and Senior Management," a
member of our Audit Committee qualifies as a financial expert and is considered
to be independent according to the Commission rules.




Item
16B. Code of Ethics




The
Company has adopted a code of ethics that applies to its directors, officers and
employees. A copy of our code of ethics is posted in the "Investor Relations"
section of the Star Bulk Carriers Corp. website, and may be viewed at http://www.starbulk.com.
Shareholders may be direct their requests to the attention of Investor
Relations, Star Bulk Carriers Corp., 7, Fragoklisias Street, 2nd floor,
Maroussi 151 25, Athens, Greece.




Item
16C. Principal Accountant Fees and Services




Deloitte,
Hadjipavlou, Sofianos & Cambanis S.A., Certified Auditors Accountants S.A,
or Deloitte, have audited our annual consolidated financial statements acting as
our Independent Registered Public Accounting Firm for the fiscal years ended
December 31, 2007 and 2008.




The table
below sets forth the total fees for the services performed by Deloitte in 2007
and 2008, and breaks these amounts by category of services.




(In
      thousands of Dollars)
                    
                    2007
                    
                    
                    2008Audit
      fees
                    
                    
                    748
                    
                    
                    
                    1,183Audit-related
      fees
                    
                    
                    -
                    
                    
                    
                    -Tax
      fees
                    
                    
                    -
                    
                    
                    
                    -All
      other fees
                    
                    
                    -
                    
                    
                    
                    -Total
      fees
                    
                    
                    748
                    
                    
                    
                    1,183





The Audit
Committee is responsible for the appointment, replacement, compensation,
evaluation and oversight of the work of the independent auditors. As part of
this responsibility, the Audit Committee pre-approves the audit and non-audit
services performed by the independent auditors in order to assure that they do
not impair the auditor's independence from the Company. The Audit Committee has
adopted a policy which sets forth the procedures and the conditions pursuant to
which services proposed to be performed by the independent auditors may be
pre-approved.




Item
16D. Exemptions from the Listing Standards for Audit Committees




Not
Applicable.




Item
16E. Purchases of Equity Securities by the Issuer and Affiliated
Purchasers




As of
December 31, 2008, we had repurchased under the share and warrant repurchase
program announced on January 24, 2008, a total of 1,247,000 of our common shares
at an aggregate purchase price of approximately $8.0 million (average of $6.40
per common share) and a total of 1,362,500 of our warrants at an aggregate
purchase price of approximately $5.5 million (average of $4.02 per
warrant).  Under the terms of the amendments to our three credit
facilities, the payment of dividends and repurchases of our shares and warrants
are subject to the prior written consent of our lenders. Please see "Item 5.
Operating and Financial Review and Prospects – Liquidity and Capital Resources –
Senior Secured Credit Facilities."






97




Item
16F. Change in Registrants Certifying Accountant




Not
Applicable.




Item
16G. Corporate Governance




We have
certified to Nasdaq that our corporate governance practices are in compliance
with, and are not prohibited by, the laws of the Marshall Islands.  As
a foreign private issuer, we will be exempt from many of Nasdaq's corporate
governance practices other than the requirements regarding the disclosure of a
going concern audit opinion, submission of a listing agreement, notification of
material noncompliance with Nasdaq corporate governance practices and the
establishment and composition of an audit committee and a formal written audit
committee charter.  A description of the
significant differences between our corporate governance practices and the
Nasdaq's requirements are as follows:




●
            Our
      board is comprised of six
directors.




●
            Consistent
      with Marshall Islands law requirements, in lieu of obtaining an
      independent review of related party transactions for conflicts of
      interests, our amended and restated bylaws require any director who has a
      potential conflict of interest to identify and declare the nature of the
      conflict to the board of directors at the next meeting of the board of
      directors. Our amended and restated bylaws additionally provide that
      related party transactions must be approved by independent and
      disinterested directors.




●
            In
      accordance with Marshall Islands law, we will not be required to obtain
      shareholder approval if it chooses to issue additional
      securities.




●
            As
      a foreign private issuer, we are not required to solicit proxies or
      provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance
      rules or Marshall Islands law.  Consistent with Marshall Islands
      law and as provided in our amended and restated bylaws, we will notify our
      shareholders of meetings between 15 and 60 days before the
      meeting.  This notification will contain, among other things,
      information regarding business to be transacted at the
      meeting.  In addition, our amended and restated bylaws provide
      that shareholders must give between 150 and 180 days advance notice to
      properly introduce any business at a meeting of the
      shareholders.




Other
than as noted above, we are in full compliance with applicable Nasdaq corporate
governance standard requirements for foreign private issuers.




PART
III




Item
17. Financial Statements




See Item
18. "Financial Statements."




Item
18. Financial Statements




The
following consolidated financial statements, beginning on page F-1, together
with the report of Deloitte thereon, are filed as a part of this
report.




98


Item
19. Exhibits




Number
                  Description
      of Exhibition1.1
                  Amended
      and Restated Articles of Incorporation of Star Bulk Carriers Corp. (1)1.2
                  Amended
      and Restated bylaws of the Company (2)2.1
                  Form
      of Share Certificate (3)2.2
                  Form
      of Warrant Certificate (4)2.3
                  Form
      of 2007 Equity Incentive Plan (5)2.4
                  Stock
      Escrow Agreement (6)2.5
                  Form
      of Warrant Agreement between American Stock Transfer & Trust Company
      and the Registrant (7)2.6
                  Registration
      Rights Agreement (8)4.1
                  Management
      Agreement with Combine Marine Inc. (9)4.2
                  Agreement
      and Plan of Merger (10)4.3
                  Master
      Agreement, as amended (11)4.4
                  Supplemental
      Agreement (12)4.5
                  Loan
      Agreement with Commerzbank AG dated December 27, 2007 (13)4.6
                  Loan
      Agreement with Piraeus Bank A.E. dated April 14, 2008 (14)4.7
                  Amendment
      No. 1 to Loan Agreement with Piraeus Bank A.E. dated April 17, 2008 (15)4.8
                  Amendment
      No. 2. to Loan Agreement with Piraeus Bank A.E. dated September 18, 2008
      (16)4.9
                  Loan
      Agreement with Piraeus Bank A.E. dated July 1, 2008 (17)4.10
                  Waiver
      Agreement with Commerzbank AG dated March 12, 20094.11
                  Waiver
      Agreement with Piraeus Bank A.E., as Agent, dated March 10,
      20094.12
                  Waiver
      Agreement with Piraeus Bank A.E. dated March 10, 20098.1
                  Subsidiaries
      of the Company12.1
                  Certification
      of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as amended12.2
                  Certification
      of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule
      15d-14(a) of the Securities Exchange Act, as amended13.1
                  Certification
      of the Principal Executive Officer pursuant to 18 USC Section 1350, as
      adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of
      200213.2
                  Certification
      of the Principal Financial Officer pursuant to 18 USC Section 1350, as
      adopted, pursuant to Section 906 of the Sarbanes-Oxley Act of
      200215.1
                  Consent
      of Independent Registered Public Accounting Firm
  (Deloitte)15.2
                  Consent
      of Independent Registered Public Accounting Firm (Goldstein Golub Kessler
      LLP)(1)
                  Incorporated
      by reference to Exhibit 3.2 of the Company's Joint Proxy/Registration
      Statement (File No. 333-141296), which was filed with the Commission on
      March 14, 2007.(2)
                  Incorporated
      by reference to Exhibit 3.1 of the Company's Joint Proxy/Registration
      Statement (File No. 333-141296), which was filed with the Commission on
      March 14, 2007.(3)
                  Incorporated
      by reference to Exhibit 4.1 of the Company's Joint Proxy/Registration
      Statement (File No. 333-141296), which was filed with the Commission on
      March 14, 2007.(4)
                  Incorporated
      by reference to Exhibit 4.3 of Star Maritime's Registration Statement
      (File No. 333-125662), which was filed with the Commission on October 26,
      2005.(5)
                  Incorporated
      by reference to Exhibit 10.2 of the Company's Joint Proxy/Registration
      Statement (File No. 333-141296), which was filed with the Commission on
      March 14, 2007.(6)
                  Incorporated
      by reference to Exhibit 10.9 of Star Maritime's Registration Statement
      (File No. 333-125662), which was filed with the Commission on June 9,
      2005.
   99
 
 (7)
              Incorporated
      by reference to Exhibit 4.4 of Star Maritime's Registration Statement
      (File No. 333-125662), which was filed with the Commission on June 9,
      2005.(8)
              Incorporated
      by reference to Exhibit 10.13 of Star Maritime's Registration Statement
      (File No. 333-125662), which was filed with the Commission on June 9,
      2005.(9)
              Incorporated
      by reference to Exhibit 10.16 of the Company's Joint Proxy/Registration
      Statement (File No. 333-141296), which was filed with the Commission on
      May 24, 2007.(10)
              Incorporated
      by reference to Exhibit 1.1 of the Company's Joint Proxy/Registration
      Statement (File No. 333-141296), which was filed with the Commission on
      March 14, 2007.(11)
              Incorporated
      by reference to Exhibit 10.19 of the Company's Joint Proxy/Registration
      Statement (File No. 333-141296), which was filed with the Commission on
      October 12, 2007.(12)
              Incorporated
      by reference to Exhibit 10.11 of the Company's Joint Proxy/Registration
      Statement (File No. 333-141296), which was filed with the Commission on
      March 14, 2007.(13)
              Incorporated
      by reference to Exhibit 4.5 of he Company's Annual Report for the year
      ended December 31, 2007 (File No. 001-33869), which was filed with the
      Commission on June 30, 2008.(14)
              Incorporated
      by reference to Exhibit 4.6 of the Company's Annual Report for the year
      ended December 31, 2007 (File No. 001-33869), which was filed with the
      Commission on June 30, 2008.(15)
              Incorporated
      by reference to Exhibit 4.7 of the Company's Annual Report for the year
      ended December 31, 2007 (File No. 001-33869), which was filed with the
      Commission on June 30, 2008.(16)
              Incorporated
      by reference to Exhibit 10.24 of the Company's Registration Statement on
      Form F-3 (File No. 333-153304), which was filed with the Commission on
      October 10, 2008.(17)
              Incorporated
      by reference to Exhibit 10.23 of the Company's Registration Statement on
      Form F-3 (File No. 333-153304), which was filed with the Commission on
      September 2, 2008.
  100


STAR
BULK CARRIERS CORP.


INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS








PageReport
      of Independent Registered Public Accounting Firm (Goldstein Golub Kessler
      LLP)
            
            F-2Report
      of Independent Registered Public Accounting Firm (Deloitte. Hadjipavlou,
      Sofianos & Cambanis S.A.)
            
            F-3Consolidated
      Balance Sheets as of December 31, 2007 and 2008
            
            F-4Consolidated
      Statements of Income for the years ended December 31, 2006, 2007 and
      2008
            
            F-5Consolidated
      Statements of Stockholders' Equity for the years ended December 31, 2006,
      2007 and 2008
            
            F-6Consolidated
      Statements of Cash Flows for the years ended December 31, 2006, 2007 and
      2008
            
            F-7Notes
      to Consolidated Financial Statements
            
            F-8





F-1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Shareholders


Star Bulk
Carriers Corp.




We have
audited the statements of income, stockholders' equity and cash
flows of Star Bulk Carriers Corp. (formerly Star Maritime Acquisition
Corp.) (a corporation in the development stage) for the year ended December
31, 2006. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.




We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the results of operations of Star Bulk Carriers
Corp. and its cash flows for the year ended December 31, 2006  in
conformity with United States generally accepted accounting
principles.






/s/
GOLDSTEIN GOLUB KESSLER LLP




GOLDSTEIN
GOLUB KESSLER LLP




New York,
New York


March 10,
2007







F-2






REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM










To the
Board of Directors and Stockholders of Star Bulk Carriers Corp.





Majuro,
Republic of the Marshall Islands








We have
audited the accompanying consolidated balance sheets of Star Bulk Carriers Corp.
and subsidiaries (the "Company") as of December 31, 2008 and 2007, and the
related consolidated statements of income, stockholders' equity, and cash flows
for the years then ended.  These consolidated financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, such 2008 and 2007 consolidated financial statements present fairly, in
all material respects, the financial position of Star Bulk Carriers Corp. and
subsidiaries as of December 31, 2008 and 2007, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of
America.





We have
also audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), the Company's internal control over financial
reporting as of December 31, 2008, based on the criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission and our report dated April 15, 2009 expressed an unqualified
opinion on the Company's internal control over financial reporting.














Deloitte.


Hadjipavlou,
Sofianos & Cambanis S.A.


Athens,
Greece


April 15,
2009


F-3





STAR
      BULK CARRIERS CORP.Consolidated
      Balance SheetsDecember
      31, 2007 and 2008(In
      thousands of Dollars except for share and per share data)2007
                                      
                                      
                                      2008ASSETSCurrent
      AssetsCash
      and cash equivalents
                                      
                                      $
                                      18,985
                                      
                                      
                                      $
                                      29,475Restricted
      cash (Note 2i)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,486Trade
      accounts receivable
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,379Inventories
      (Note 4)
                                      
                                      
                                      598
                                      
                                      
                                      
                                      1,276Due
      from related party (Note 3)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      465Due
      from managers
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,747Forward
      freight agreements (Note 17)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      251Prepaid
      expenses and other receivables
                                      
                                      
                                      299
                                      
                                      
                                      
                                      680Deposit on forward freight agreements
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,514Total
      Current Assets
                                      
                                      
                                      19,882
                                      
                                      
                                      
                                      42,273FIXED
      ASSETSAdvances
      for vessels to be acquired
                                      
                                      
                                      118,242
                                      
                                      
                                      
                                      -Vessels
      and other fixed assets, net (Note 5)
                                      
                                      
                                      262,946
                                      
                                      
                                      
                                      821,284Total
      Fixed Assets
                                      
                                      
                                      381,188
                                      
                                      
                                      
                                      821,284OTHER
      NON-CURRENT ASSETSDeferred
      finance charges (Note 6)
                                      
                                      
                                      600
                                      
                                      
                                      
                                      1,391Due
      from managers
                                      
                                      
                                      120
                                      
                                      
                                      
                                      270Fair
      value of above market acquired time charter (Note 7)
                                      
                                      
                                      1,952
                                      
                                      
                                      
                                      14,148Restricted
      cash (Note 8)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      12,010TOTAL
      ASSETS
                                      
                                      $
                                      403,742
                                      
                                      
                                      $
                                      891,376LIABILITIES
      & STOCKHOLDERS' EQUITYCurrent
      LiabilitiesCurrent
      portion of long-term debt (Note 8)
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      49,250Accounts
      payable
                                      
                                      
                                      168
                                      
                                      
                                      
                                      1,031Due
      to related party (Note 3)
                                      
                                      
                                      480
                                      
                                      
                                      
                                      156Accrued
      liabilities (Note 12)
                                      
                                      
                                      1,493
                                      
                                      
                                      
                                      3,296Deferred
      revenue (Note 2u)
                                      
                                      
                                      916
                                      
                                      
                                      
                                      3,554Total
      Current Liabilities
                                      
                                      
                                      3,057
                                      
                                      
                                      
                                      57,287NON
      CURRENT LIABILITIESLong-term
      debt (Note 8)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      247,250Fair
      value of below market acquired time charter  (Note
      7)
                                      
                                      
                                      25,307
                                      
                                      
                                      
                                      21,574Deferred
      revenue (Note 2u)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      5,072Other
      non-current liability
                                      
                                      
                                      -
                                      
                                      
                                      
                                      53TOTAL
      LIABILITIES
                                      
                                      
                                      28,364
                                      
                                      
                                      
                                      331,236Commitments
      & Contingencies (Note 15)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Stockholders'
      EquityPreferred
      Stock; $0.01 par value authorized 25,000,000 shares; none issued
                                        or
      outstanding at December 31, 2007 and 2008 (Note 9)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      Stock, $0.01 par value, 100,000,000 shares authorized at
                                        December
      31, 2007 and 2008; 42,516,433 and 58,412,402 shares
                                        issued
      and outstanding at December 31, 2007 and 2008, respectively (Note
      9)
                                      
                                      
                                      425
                                      
                                      
                                      
                                      584Additional
      paid in capital  (Note 9)
                                      
                                      
                                      368,454
                                      
                                      
                                      
                                      479,592Retained
      earnings
                                      
                                      
                                      6,499
                                      
                                      
                                      
                                      79,964Total
      Stockholders' Equity
                                      
                                      
                                      375,378
                                      
                                      
                                      
                                      560,140TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                      
                                      
                                      403,742
                                      
                                      
                                      
                                      891,376The
      accompanying notes are an integral part of these consolidated financial
      statements


F-4





STAR
      BULK CARRIERS CORP.Consolidated
      Statements of IncomeFor
      the years ended December 31, 2006, 2007 and 2008(In
      thousands of Dollars except for share and per share
    data)Year
      ended
                          
                          
                          Year
      ended
                          
                          
                          Year
      endedDecember
      31, 2006
                          
                          
                          December
      31, 2007
                          
                          
                          December
      31, 2008REVENUES:Voyage
      revenues
                          
                          
                          -
                          
                          
                          
                          3,633
                          
                          
                          
                          238,883EXPENSES/(INCOME):Voyage
      expenses (Note 16)
                          
                          
                          -
                          
                          
                          
                          43
                          
                          
                          
                          3,504Vessel
      operating expenses (Note 16)
                          
                          
                          -
                          
                          
                          
                          622
                          
                          
                          
                          26,198Management
      fees
                          
                          
                          -
                          
                          
                          
                          23
                          
                          
                          
                          975Management
      fees-related party
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          392Drydocking
      expenses
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          7,881Depreciation
      (Note 5)
                          
                          
                          1
                          
                          
                          
                          745
                          
                          
                          
                          51,050Vessel
      impairment loss (Note 5)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          3,646Gain
      on forward freight agreements (Note 17)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (251
                          )Time
      charter agreement termination fees (Note 13)
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (9,711
                          )General
      and administrative expenses
                          
                          
                          1,210
                          
                          
                          
                          7,756
                          
                          
                          
                          12,4241,211
                          
                          
                          
                          9,189
                          
                          
                          
                          96,108Operating
      (loss)/profit
                          
                          
                          (1,211
                          )
                          
                          
                          (5,556
                          )
                          
                          
                          142,775OTHER
      INCOME/(EXPENSES):Interest
      and finance costs (Note 8)
                          
                          
                          -
                          
                          
                          
                          (45
                          )
                          
                          
                          (10,238
                          )Interest
      and other income
                          
                          
                          4,396
                          
                          
                          
                          9,021
                          
                          
                          
                          1,201Total
      other income/(expense), net
                          
                          
                          4,396
                          
                          
                          
                          8,976
                          
                          
                          
                          (9,037
                          )Income
      before income taxes
                          
                          
                          3,185
                          
                          
                          
                          3,420
                          
                          
                          
                          133,738Income
      tax (Note 14)
                          
                          
                          (207
                          )
                          
                          
                          (9
                          )
                          
                          
                          -Net
      income
                          
                          
                          2,978
                          
                          
                          
                          3,411
                          
                          
                          
                          133,738Earnings
      per share, basic (Note 10)
                          
                          
                          0.10
                          
                          
                          
                          0.11
                          
                          
                          
                          2.55Earnings
      per share, diluted (Note 10)
                          
                          
                          0.10
                          
                          
                          
                          0.09
                          
                          
                          
                          2.46Weighted
      average number of shares outstanding, basic (Note 10)
                          
                          
                          29,026,924
                          
                          
                          
                          30,065,923
                          
                          
                          
                          52,477,947Weighted
      average number of shares outstanding, diluted(Note 10)
                          
                          
                          29,026,924
                          
                          
                          
                          36,817,616
                          
                          
                          
                          54,447,985The
      accompanying notes are an integral part of these consolidated financial
      statements





F-5


STAR
      BULK CARRIERS CORP.CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS EQUITYFor
      the years ended December 31, 2006, 2007 and 2008(In
      thousands of Dollars except for share and per share data)Additional
                        
                        
                        
                        
                        
                        TotalCommon
      Stock
                        
                        
                        Paid-in
                        
                        
                        
                        
                        
                        stockholders'# of Shares
                        
                        
                        Par Value
                        
                        
                        Capital
                        
                        
                        Retained earnings
                        
                        
                        EquityBALANCE,
      January 1, 2006
                        
                        
                        29,026,924
                        
                        
                        
                        3
                        
                        
                        
                        120,442
                        
                        
                        
                        110
                        
                        
                        
                        120,555Net
      income for the year ended December 31, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        2,978
                        
                        
                        
                        2,978BALANCE,
      December 31, 2006
                        
                        
                        29,026,924
                        
                        
                        
                        3
                        
                        
                        
                        120,442
                        
                        
                        
                        3,088
                        
                        
                        
                        123,533Net
      income for the year ended December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        3,411
                        
                        
                        
                        3,411Redomiciliation
      Merger common stock par value change
                        
                        
                        
                        
                        
                        
                        287
                        
                        
                        
                        (287
                        )
                        
                        
                        -
                        
                        
                        
                        -Issuance
      of common stock to TMT
                        
                        
                        12,537,645
                        
                        
                        
                        125
                        
                        
                        
                        175,830
                        
                        
                        
                        -
                        
                        
                        
                        175,955Warrants
      exercised
                        
                        
                        951,864
                        
                        
                        
                        10
                        
                        
                        
                        7,605
                        
                        
                        
                        -
                        
                        
                        
                        7,615Reclassification
      of common stock subject to redemption
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        64,680
                        
                        
                        
                        -
                        
                        
                        
                        64,680Stock-based
      compensation
                        
                        
                        
                        
                        
                        
                        -
                        
                        
                        
                        184
                        
                        
                        
                        -
                        
                        
                        
                        184BALANCE,
      December 31, 2007
                        
                        
                        42,516,433
                        
                        
                        
                        425
                        
                        
                        
                        368,454
                        
                        
                        
                        6,499
                        
                        
                        
                        375,378Net
      income for the year ended December 31, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        133,738
                        
                        
                        
                        133,738Warrants
      exercised
                        
                        
                        11,769,486
                        
                        
                        
                        118
                        
                        
                        
                        94,037
                        
                        
                        
                        -
                        
                        
                        
                        94,155Warrants
      and common stock buyback
                        
                        
                        (1,247,000
                        )
                        
                        
                        (12
                        )
                        
                        
                        (13,437
                        )
                        
                        
                        -
                        
                        
                        
                        (13,449
                        )Issuance
      of common stock to TMT
                        
                        
                        803,481
                        
                        
                        
                        8
                        
                        
                        
                        18,938
                        
                        
                        
                        -
                        
                        
                        
                        18,946Stock
      dividend
                        
                        
                        4,255,002
                        
                        
                        
                        42
                        
                        
                        
                        7,617
                        
                        
                        
                        (7,659
                        )
                        
                        
                        -Issuance
      of restricted shares and amortization of stock based
      compensation
                        
                        
                        315,000
                        
                        
                        
                        3
                        
                        
                        
                        3,983
                        
                        
                        
                        -
                        
                        
                        
                        3,986Dividends
      declared and paid ($0.98  per share)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        
                        
                        
                        
                        (52,614
                        )
                        
                        
                        (52,614
                        )BALANCE,
      December 31, 2008
                        
                        
                        58,412,402
                        
                        
                        
                        584
                        
                        
                        
                        479,592
                        
                        
                        
                        79,964
                        
                        
                        
                        560,140The
      accompanying notes are an integral part of these consolidated financial
      statements


F-6




STAR
      BULK CARRIERS CORP.CONSOLIDATED
      STATEMENTS OF CASH FLOWSFor
      the years ended December 31, 2006, 2007 and 2008(In
      thousands of Dollars except for share and per share data)Year
      ended
                                    
                                    
                                    Year
      ended
                                    
                                    
                                    Year
      endedDecember
      31, 2006
                                    
                                    
                                    December
      31, 2007
                                    
                                    
                                    December
      31, 2008Cash
      Flows from Operating Activities:Net
      income
                                    
                                    
                                    2,978
                                    
                                    
                                    
                                    3,411
                                    
                                    
                                    
                                    133,738Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
                                    
                                    
                                    1
                                    
                                    
                                    
                                    745
                                    
                                    
                                    
                                    51,050Amortization
      of  fair value of above market acquired time
    charter
                                    
                                    
                                    -
                                    
                                    
                                    
                                    28
                                    
                                    
                                    
                                    2,221Amortization
      of  fair value of below market acquired time
    charter
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,465
                                    )
                                    
                                    
                                    (82,754
                                    )Amortization
      of deferred finance charges
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    234Vessel
      impairment loss
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    3,646Stock-
      based compensation
                                    
                                    
                                    -
                                    
                                    
                                    
                                    184
                                    
                                    
                                    
                                    3,986Gain
      on forward freight agreements
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (251
                                    )Other
      non-cash charges
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    53Changes
      in operating assets and liabilities:(Increase)/Decrease
      in:Fair
      value of trust account
                                    
                                    
                                    (4,057
                                    )
                                    
                                    
                                    (1,179
                                    )
                                    
                                    
                                    -Restricted
      cash by forward freight agreements
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (2,486
                                    )Trade
      accounts receivable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (3,379
                                    )Inventories
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (598
                                    )
                                    
                                    
                                    (678
                                    )Prepaid
      expenses and other receivables
                                    
                                    
                                    (31
                                    )
                                    
                                    
                                    (68
                                    )
                                    
                                    
                                    (462
                                    )Deposit
      on forward freight agreements
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (2,514
                                    )Due
      from related party
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (465
                                    )Due
      from managers
                                    
                                    
                                    
                                    
                                    
                                    
                                    (120
                                    )
                                    
                                    
                                    (1,897
                                    )Deferred
      tax asset
                                    
                                    
                                    9
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Increase/(Decrease)
      in:Accounts
      payable
                                    
                                    
                                    93
                                    
                                    
                                    
                                    (31
                                    )
                                    
                                    
                                    864Due
      to related party
                                    
                                    
                                    -
                                    
                                    
                                    
                                    480
                                    
                                    
                                    
                                    (324
                                    )Accrued
      liabilities
                                    
                                    
                                    336
                                    
                                    
                                    
                                    437
                                    
                                    
                                    
                                    2,455Income
      taxes payable
                                    
                                    
                                    207
                                    
                                    
                                    
                                    (207
                                    )
                                    
                                    
                                    -Deferred
      revenue
                                    
                                    
                                    -
                                    
                                    
                                    
                                    916
                                    
                                    
                                    
                                    7,710Deferred
      interest
                                    
                                    
                                    2,163
                                    
                                    
                                    
                                    (2,163
                                    )
                                    
                                    
                                    -Net
      Cash provided by Operating Activities
                                    
                                    
                                    1,699
                                    
                                    
                                    
                                    370
                                    
                                    
                                    
                                    110,747
 
 Cash
      Flows from Investing Activities:Cash  disbursements
      from trust account
                          
                          
                          -
                          
                          
                          
                          194,094
                          
                          
                          
                          -Advances
      for vessels to be acquired
                          
                          
                          -
                          
                          
                          
                          (83,444
                          )
                          
                          
                          -Additions
      to vessel cost and other fixed assets
                          
                          
                          (4
                          )
                          
                          
                          (95,707
                          )
                          
                          
                          (413,457
                          )Cash
      paid for above market acquired time charter
                          
                          
                          -
                          
                          
                          
                          (1,980
                          )
                          
                          
                          (14,417
                          )Cash
      proceeds from vessel sale
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          16,579Increase
      in restricted cash
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (12,010
                          )Net
      cash provided by/(used in) Investing Activities
                          
                          
                          (4
                          )
                          
                          
                          12,963
                          
                          
                          
                          (423,305
                          )Cash
      Flows from Financing Activities:Proceeds
      from bank loans
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          317,500Loan
      repayment
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (21,000
                          )Repurchase
      of shares and warrants
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (13,449
                          )Proceeds
      from exercise of warrants
                          
                          
                          -
                          
                          
                          
                          7,534
                          
                          
                          
                          94,236Deferred
      underwriting fees paid
                          
                          
                          -
                          
                          
                          
                          (4,000
                          )
                          
                          
                          -Financing
      fees paid
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (1,625
                          )Cash
      Dividend
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (52,614
                          )Payment
      of offering costs
                          
                          
                          (170
                          )
                          
                          
                          -
                          
                          
                          
                          -Net
      cash (used in)/ provided by Financing Activities
                          
                          
                          (170
                          )
                          
                          
                          3,534
                          
                          
                          
                          323,048Net
      increase in cash and cash equivalents
                          
                          
                          1,525
                          
                          
                          
                          16,867
                          
                          
                          
                          10,490Cash
      and cash equivalents at beginning of year
                          
                          
                          593
                          
                          
                          
                          2,118
                          
                          
                          
                          18,985Cash
      and cash equivalents at end of the year
                          
                          
                          2,118
                          
                          
                          
                          18,985
                          
                          
                          
                          29,475SUPPLEMENTAL
      CASH FLOW INFORMATIONCash
      paid during the year for:Interest
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          9,378Income
      taxes
                          
                          
                          -
                          
                          
                          
                          216
                          
                          
                          
                          -Non-cash
      items:
                            Issue
      of common stock at fair value for delivery of vessels
                          
                          
                          -
                          
                          
                          
                          175,955
                          
                          
                          
                          18,946Deferred
      finance charges
                          
                          
                          
                          
                          
                          
                          600
                          
                          
                          
                          -Receivable
      from exercise of warrants
                          
                          
                          -
                          
                          
                          
                          81
                          
                          
                          
                          -Amount
      owed for capital expenditures
                          
                          
                          -
                          
                          
                          
                          52
                          
                          
                          
                          -Fair
      value of below market acquired time charters
                          
                          
                          -
                          
                          
                          
                          26,772
                          
                          
                          
                          79,021Issuance
      of common stock to stockholders (non-cash stock dividend)
                          
                          
                          
                          
                          
                          
                          
                          7,659The
      accompanying notes are an integral part of these consolidated financial
      statements


F-7


STAR BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




1.      Basis
of Presentation and General Information:




On
November 30, 2007, Star Maritime Acquisition Corp. ("Star Maritime")
incorporated in the state of Delaware, merged into its wholly-owned subsidiary
at the time, Star Bulk Carriers Corp. ("Star Bulk") a company incorporated in
Marshall Islands, with Star Bulk being the surviving entity (collectively, the
"Company," "we" or "us").  This Merger is referred to as the
Redomiciliation Merger or the Merger.




The
accompanying consolidated financial statements as of and for the years ended
December 31, 2007 and 2008 include the accounts of Star Bulk and its wholly
owned subsidiaries.  The accompanying consolidated financial
statements for the year ended December 31, 2006, and for the period from January
1, 2007 to November 30, 2007 (date of Redomiciliation Merger) include the
accounts of Star Maritime.




Star Bulk
was incorporated on December 13, 2006 under the laws of the Marshall Islands and
is the sole owner of all of the outstanding shares of Star Bulk Management Inc.
and the ship-owning subsidiaries as set forth below.




Star
Maritime was organized on May 13, 2005 as a blank check company formed to
acquire, through a merger, capital stock exchange, asset acquisition or similar
business combination, one or more assets or target businesses in the shipping
industry.  On December 21, 2005, Star Maritime consummated its
initial public offering of 18,867,500 units, at a price of $10.00 per unit, each
unit consisting of one share of Star Maritime common stock and one warrant to
purchase one share of Star Maritime common stock at an exercise price of $8.00
per share.  In addition, we completed during December 2005 a private
placement of an aggregate of 1,132,500 units, each unit consisting of one share
of common stock and one warrant. The entire gross proceeds of the initial public
offering amounting to $188,675 were deposited in a trust account.




On
January 12, 2007, Star Maritime and Star Bulk entered into definitive agreements
(the "Master Agreement") to acquire a fleet of eight drybulk carriers (the
"Transaction") from certain subsidiaries of TMT Co. Ltd. ("TMT"), a shipping
company headquartered in Taiwan. These eight drybulk carriers are referred to as
the "initial fleet," or "initial vessels."  The aggregate purchase
price specified in the Master Agreement for the initial fleet was $224,500 in
cash and 12,537,645 shares of common stock of Star Bulk, issued on November 30,
2007.  The Company also agreed to issue to TMT an additional stock
consideration of 1,606,962 common shares of Star Bulk in 2008 and
2009.  On July 17, 2008 the Company issued 803,481 shares out of
additional stock consideration of 1,606,962 of common stock of Star Bulk to
TMT.  The remaining 803,481 shares of Star Bulk's common stock will be
issued to TMT within 10 business days following Star Bulk's filing of its Annual
Report on Form 20-F for the fiscal year ended December 31,
2008.


F-8


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




1.      Basis
of Presentation and General Information-(continued):




On
November 27, 2007 the Company obtained shareholder approval for the
acquisition of the initial fleet and for effecting the Redomiciliation Merger,
which became effective on November 30, 2007. The shares of Star Maritime were
exchanged on one-for-one basis with shares of Star Bulk and Star Bulk assumed
the outstanding warrants of Star Maritime.  Subsequently, Star
Maritime shares ceased trading on the American Stock Exchange.




Holders
of Star Maritime common stock had the right to redeem their shares for cash by
voting against the Redomiciliation Merger.  Accordingly, at December
31, 2005, the Company had a liability of $64,680 due to a possible
redemption of 6,599,999 shares of common stock.  Upon completion of
the Redomiciliation Merger none of the redemption rights were exercised
therefore, the liability for the possible redemption was reclassified as
additional paid-in capital during the year ended December 31,
2007.  Deferred interest attributable to common stock subject to a
possible redemption in the amount of $2,163 was recognized in the
consolidated statement of income during the year ended December 31,
2007.




In
addition, upon completion of the Redomiciliation Merger, all Trust Account
proceeds were released to the Company to complete the Transaction as per the
Master Agreement.  Star Bulk shares and warrants started trading on
the Nasdaq Global Market on December 3, 2007 under the ticker symbols SBLK and
SBLKW, respectively.  Immediately following the effective date of the
Redomiciliation Merger, TMT and its affiliates owned 30.2% of Star Bulk's
outstanding common stock. During the year 2008, F5 Capital (a TMT affiliate)
filed a Schedule 13D/A on July 29, 2008 reporting beneficial ownership of
approximately 7.0% of our outstanding common stock.




The
Company began operations on December 3, 2007 with the delivery of its first
vessel Star Epsilon.


F-9


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




1.      Basis
of Presentation and General Information-(continued):




Below is
a table containing information regarding the Company's wholly owned ship-owning
subsidiaries as of December 31, 2008:




Wholly
      Owned
                Subsidiaries
              Vessel
                Name
              DWT
              
              Date
                Delivered
      to Star Bulk
              Year
                BuiltStar
      Bulk Management Inc.
              -
              -
              
              -
              -Vessels
      in operation at December 31, 2008Star
      Epsilon LLC
              Star
      Epsilon (ex G Duckling)*
              52,402
              
              December
      3, 2007
              2001Star
      Theta LLC
              Star
      Theta (ex J Duckling)*
              52,425
              
              December
      6, 2007
              2003Star
      Kappa LLC
              Star
      Kappa (ex E Duckling)
              52,055
              
              December
      14, 2007
              2001Star
      Beta LLC
              Star
      Beta (ex B Duckling)*
              174,691
              
              December
      28, 2007
              1993Star
      Zeta LLC
              Star
      Zeta (ex I Duckling)*
              52,994
              
              January
      2, 2008
              2003Star
      Delta LLC
              Star
      Delta (ex F Duckling)*
              52,434
              
              January
      2, 2008
              2000Star
      Gamma LLC
              Star
      Gamma (ex C Duckling)*
              53,098
              
              January
      4, 2008
              2002Star
      Alpha LLC
              Star
      Alpha (ex A Duckling)*
              175,075
              
              January
      9, 2008
              1992Lamda
      LLC
              Star
      Sigma
              184,403
              
              April
      15, 2008
              1991Star
      Omicron LLC
              Star
      Omicron
              53,489
              
              April
      17, 2008
              2005Star
      Cosmo LLC
              Star
      Cosmo
              52,247
              
              July
      1, 2008
              2005Star
      Ypsilon LLC
              Star
      Ypsilon
              150,940
              
              September
      18, 2008
              1991Vessel
      soldStar
      Iota LLC
              Star
      Iota**
              78,585
              
              March
      7, 2008
              1983


* Initial
fleet or initial vessels


** On
April 24, 2008 the Company entered into an agreement to sell Stat Iota (which
was a vessel in our initial fleet) for gross proceeds of $18.4 million less
costs to sell of $1.8 million.  The vessel was delivered to its
purchasers on October 6, 2008.




Charterers
individually accounting for more than 10% of the Company's voyage revenues
during the years ended December 31, 2006, 2007 and 2008 are as
follows:




Charterer
                                      
                                      
                                      2006
                                      
                                      
                                      2007
                                      
                                      
                                      2008A
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      44
                                      %
                                      
                                      
                                      -B
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      36
                                      %
                                      
                                      
                                      -C
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      20
                                      %
                                      
                                      
                                      -D
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      19
                                      %E
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      10
                                      %





F-10


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.      Significant
Accounting Policies:




a)   Principles
of Consolidation: The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted
in the United States of America ("US GAAP"), which include the accounts of Star
Maritime, prior to the Redomiciliation Merger, and of Star Bulk and its
wholly owned subsidiaries referred to in Note 1 above. All inter-company
accounts and transactions have been eliminated in consolidation.




b)   Use
of estimates:The preparation of the
accompanying consolidated financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosures of contingent assets and
liabilities at the date of the accompanying consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.




c)  Other
Comprehensive Income:The Company follows the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income," which requires separate presentation of certain transactions, which are
recorded directly as components of stockholders' equity. The Company has no such
transactions which affect comprehensive income and, accordingly, comprehensive
income equals net income for all periods presented.




d)  Concentration
of Credit Risk:Financial instruments, which potentially subject the
Company to significant concentrations of credit risk, consist principally of
cash and cash equivalents, short-term investments, and trade accounts
receivable.  The Company's policy is to place cash and cash
equivalents and short-term investments with financial institutions evaluated as
being creditworthy, or in short–term market money market funds which are exposed
to minimal interest rate and credit risk.  The Company, consistent
with drybulk shipping industry practice, has not independently analyzed the
creditworthiness of the charterers, and generally does not require collateral
for its trade accounts receivable.




e)   Income
taxes:




e.i)Star Bulk: is not
liable for any income tax on its income derived from shipping operations because
the countries in which the subsidiaries ship-owning companies and the management
company are incorporated do not levy tax on income, but rather a tonnage tax on
vessels.




e.ii)Star Maritime:
was incorporated in Delaware, thus, deferred income taxes were provided for the
differences between the bases of assets and liabilities for financial reporting
and income tax purposes. A valuation allowance is established when necessary to
reduce deferred tax assets to the amount expected to be realized.




F-11


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.      Significant
Accounting Policies – (continued):




f)  Foreign
Currency Translation: The functional currency of the Company is the U.S.
Dollar since the Company's vessels operate in international shipping markets,
and therefore primarily transact business in U.S. Dollars. The Company's books
of accounts are maintained in U.S. Dollars. Transactions involving other
currencies during the year are converted into U.S. Dollars using the exchange
rates in effect at the time of the transactions. At the
consolidated balance sheet dates, monetary assets and liabilities, which
are denominated in other currencies, are translated into U.S. Dollars at the
year-end exchange rates. Resulting gains or losses are included in General and
administrative expenses in the accompanying consolidated statements of
income.




g)   Cash
and Cash Equivalents: The Company considers highly liquid investments
such as time deposits and certificates of deposit with an original maturity
of three months or less to be cash equivalents.




h)  Cash
Held in Trust:  Investments held in trust during the years
ending December 31, 2006 and 2007, were held in short-term
investments.  The Company invested in various short-term tax free
money market funds promulgated under the Investment Company Act of
1940.  Interest income earned on such investments and unrealized and
realized gains and losses were the Company's source of income until the
consummation of the Merger.  For the years ended December 31, 2006 and 2007
the realized gain on such investments amounted to $4,057 and $1,179,
respectively.




i)  Restricted
Cash: Restricted cash reflects deposits that are required to be
maintained with certain banks under the Company's loan agreements (Note 8).
Restricted cash also consists of the restricted portion of forward freight
agreements (FFA's) base and margin collaterals with London Clearing House
(LCH).  As of December 31, 2008, the restricted balance with LCH
amounted to $2,486 and is presented under current assets in the accompanying
consolidated balance sheet.




j)  Trade
accounts receivable:The amount shown as trade
accounts receivable, at each balance sheet date, includes estimated recoveries
from each voyage or time charter. At each balance sheet date, the Company
provides for doubtful accounts on the basis of specific identified doubtful
receivables.  At December 31, 2008, no provision for doubtful debts
was considered necessary.




k)  Inventories:
Inventories consist of consumable bunkers and lubricants, which are stated at
the lower of cost or market value. Cost is determined by the first in, first out
method.




l)  Vessels,
Net:Vessels are stated at
cost, which consists of the purchase price and any material expenses incurred
upon acquisition, such as (initial repairs, improvements, delivery expenses and
other expenditures to prepare the vessel for its initial voyage). Otherwise
these amounts are charged to expense as incurred.




F-12


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.      Significant
Accounting Policies – (continued):




The
aggregate purchase price paid for our eight vessels in the initial fleet from
certain subsidiaries of TMT consisted of cash and common shares of Star Bulk.
The stock consideration was measured based on the fair market value of the
Company's shares at the time each vessel was delivered. The additional stock
consideration of 1,606,962 common shares (Note 1) was measured when performance
by TMT was complete upon delivery of the last vessel of the initial fleet on
March 7, 2008. The aggregate purchase price consisting of cash and stock
consideration was allocated to the acquired vessels based on relative fair
values of the vessel on its respective dates of delivery to Star
Bulk.




The cost
of each of the Company's vessels is depreciated beginning when the vessel is
ready for its intended use, on a straight-line basis over the vessel's remaining
economic useful life, after considering the estimated residual value (vessel's
residual value is equal to the product of its lightweight tonnage and estimated
scrap rate per ton).  Management estimates the useful life of the
Company's vessels to be 25 years from the date of initial delivery from the
shipyard.  When regulations place limitations over the ability of a
vessel to trade on a worldwide basis, its remaining useful life is adjusted at
the date such regulations are adopted.




m) Fair value of
above/below market acquired time charter: The Company records all
identified tangible and intangible assets associated with the acquisition of a
vessel or liabilities at fair value.  Fair value of above or below
market acquired time charters is determined by comparing existing charter rates
in the acquired time charter agreements with the market rates for equivalent
time charter agreements prevailing at the time the foregoing vessels are
delivered. The present values representing the fair value of the above or below
market acquired time charters are recorded as an intangible asset or liability,
respectively.  Such intangible asset or liability is recognized ratably as
an adjustment to revenues over the remaining term of the assumed time
charter.




As a
result of downturn in the shipping industry during the fourth quarter of 2008
the Company has revised its original assumptions of the latest available
redelivery dates used in determining the term of its below and above market
acquired   time charter agreements. Under the provision of SFAS
No. 154 "Accounting Changes and Error Corrections, a replacement of APB Opinion
No. 20 and FASB Statement No. 3," this revision was treated as a change in
accounting estimate and was accounted for prospectively beginning October 1,
2008. The unamortized balance of below market acquired time charter agreements
was amortized on an accelerated basis assuming the earliest redelivery dates of
vessels under existing time charter agreements. This change had a positive
impact on revenue of $13,018 for the year ended December 31,
2008.









F-13


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.      Significant
Accounting Policies – (continued):




n)  Impairment
of Long-Lived Assets: The Company follows SFAS No. 144 "Accounting for
the Impairment or Disposal of Long-lived Assets," which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard requires that long-lived assets and certain identifiable
intangibles held and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable. When the estimate of undiscounted cash flows,
excluding interest charges, expected to be generated by the use of the asset is
less than its carrying amount, the Company should evaluate the asset for an
impairment loss. Measurement of the impairment loss is based on the fair
value.  In this respect, management regularly reviews the carrying amount
of the vessels on vessel by vessel basis when events and circumstances indicate
that the carrying amount of the vessels might not be recoverable.




At
December 31, 2008, the Company performed an impairment review of the Company's
vessels due to the global economic downturn and the prevailing conditions in the
shipping industry. The Company compared undiscounted cash flows to the carrying
values for the Company's vessels to determine if the assets were impaired.
Significant management judgment is required in forecasting future operating
results, used in this method. These estimates are consistent with the plans and
forecasts used by management to conduct its business. As a result of this
analysis, no assets were considered to be impaired and the Company has not
recognized any impairment charge for its vessels other than one vessel
classified as held for sale during the year ended December 31,
2008.




o) Vessels held
for sale:It is the Company's policy to dispose of vessels when suitable
opportunities occur and not necessarily to keep them until the end of their
useful life. The Company classifies vessels as being held for sale when:
management has committed to a plan to sell the vessels; the vessels are
available for immediate sale in its present condition; an active program to
locate a buyer and other actions required to complete the plan to sell the
vessels have been initiated; the sale of the vessels is probable, and transfer
of the asset is expected to qualify for recognition as a completed sale within
one year; the vessels are being actively marketed for sale at a price that is
reasonable in relation to its current fair value and actions required to
complete the plan indicate that it is unlikely that significant changes to the
plan will be made or that the plan will be withdrawn.




Vessels
classified as held for sale are measured at the lower of their carrying amount
or fair value less cost to sell.  These vessels are not depreciated
once they meet the criteria to be classified as held for sale.




On April
24, 2008, the Company entered into an agreement to sell the Star Iota, for gross
proceeds of $18.4 million less costs to sell of $1.8 million.  The
Company delivered this vessel to its purchasers on October 6,
2008.  The Star Iota was classified as vessel held for sale during the
first quarter of 2008 resulting in $3,646 of impairment loss to record vessel at
a lower of its carrying amount or fair value less cost to sell that is included
in the accompanying consolidated statements of income for the year ended
December 31, 2008. (Note 5)




F-14


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.      Significant
Accounting Policies – (continued):




p)  Financing
Costs: Fees paid to lenders or required to be paid to third parties
on the lender's behalf for obtaining loans or refinancing existing ones are
recorded as deferred charges.  Unamortized fees relating to loans
repaid or refinanced as debt extinguishment are expensed as interest and finance
costs in the period the repayment or extinguishment is made using the effective
interest method.




q)  Pension
and retirement benefit obligations—crew:The ship-owning
subsidiaries included in the consolidated financial statements employ the crew
on board under short-term contracts (usually up to eight months) and,
accordingly, are not liable for any pension or post-retirement
benefits.




r)  Pension
and retirement benefit obligations—administrative
personnel:Administrative employees are covered by state-sponsored
pension funds. Both employees and the Company are required to contribute a
portion of the employees' gross salary to the fund. Upon retirement, the
state-sponsored pension funds are responsible for paying the employees
retirement benefits without recourse to the Company.




s)  Equity
incentive plan awards:Stock-based compensation represents
vested and nonvested restricted shares granted to employees and to non-employee
directors, for their services as directors, and is included in "General and
administrative expenses" in the consolidated statements of income. These shares
are measured at their fair value equal to the market value of the Company's
common stock on the grant date. The shares that do not contain any future
service vesting conditions are considered vested shares and the total fair value
of such shares is expensed on the grant date. SFAS No. 123(R) describes two
generally accepted methods of recognizing expense for restricted share awards
with a graded vesting schedule for financial reporting purposes: 1) the
"accelerated method," which treats an award with multiple vesting dates as
multiple awards and results in a front-loading of the costs of the award and
2) the ''straight-line method'' which treats such awards as a single award
and results in recognition of the cost ratably over the entire vesting period.
The shares that contain a time-based service vesting condition are considered
nonvested shares on the grant date and the total fair value of such shares is
recognized using the accelerated method.




t)  Dry-docking
and special survey expenses:Dry-docking and special survey
expenses are expensed when incurred.




u)  Accounting
for Revenue and Related Expenses:The Company generates
its revenues from charterers for the charterhire of its vessels. Vessels are
chartered mainly using time charters, where a contract is entered into for the
use of a vessel for a specific period of time and a specified daily charterhire
rate. Under time charters, voyage costs, such as fuel and port charges are borne
and paid by the charterer.  Company's time charters agreements are
classified as operating leases. Revenues under operating lease arrangements are
recognized when a charter agreement exists, charter rate is fixed and
determinable, the vessel is made available to the lessee, and collection of the
related revenue is reasonably assured. Revenues are recognized ratably on a
straight line basis over the period of the respective charter agreement in
accordance with SFAS No. 13 "Accounting for Leases." The Star Cosmo and the Star
Ypsilon charter agreements have multiple time charter rates during the life of
the agreement. As of December 31, 2008, the Company had deferred
revenue of $5,072 relating to these charters which represents the difference
between the charterhire payments received in advance of the charters and the
charterhire revenue recognized and was classified under non-current
liabilities.




F-15


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.       Significant
Accounting Policies – (continued):




Voyage
charter agreements are charterhires, where a contract is made in the spot market
for the use of a vessel for a specific voyage for a specified charter rate.
Revenue from voyage charter agreements is recognized on a pro-rata basis over
the duration of the voyage. Under voyage charter agreements, all voyage costs
are borne and paid by the Company.  Demurrage income, which is included in
voyage revenues, represents payments by the charterer to the vessel owner when
loading or discharging time exceeds the stipulated time in the voyage charter
and is recognized when arrangement exists, services have been performed, the
amount is fixed or determinable and collection is reasonably
assured.




Deferred
revenue includes cash received prior to the consolidated balance sheet date
and is related to revenue earned after such date. The portion of the deferred
revenue that will be earned within the next twelve months is classified as
current liability and the rest as long-term liability. As of December 31, 2007
and 2008, the Company had deferred revenue of $916 and $3,554,
respectively.




Vessel
operating expenses include crew wages and related costs, the cost of insurance
and vessel registry, expenses relating to repairs and maintenance, the costs of
spares and consumable stores, tonnage taxes, regulatory fees, technical
management fees and other miscellaneous expenses.




Brokerage
commissions are paid by the Company. Brokerage commissions are recognized over
the related charter period and included in voyage expenses. All the other voyage
expenses and vessel operating expenses are expensed as incurred.




v)  Fair
value of financial instruments:On January 1, 2008, the Company
adopted SFAS No. 157, "Fair Value Measurements",
("SFAS No. 157") for financial assets and liabilities and any other
assets and liabilities carried at fair value and are measured on recurring
basis. This pronouncement defines fair value, establishes a framework for
measuring fair value and expands disclosures about fair value measurements. The
Company's adoption of SFAS No. 157 did not have a material effect on
the Company's Consolidated Financial Statements for financial assets and
liabilities and any other assets and liabilities carried at fair value. The
Company has provided additional fair value disclosures in Note 17.


F-16


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.       Significant
Accounting Policies – (continued):




w) Fair Value
Option:  On January 1, 2008, the Company adopted SFAS No. 159,
"The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS
No. 159").  SFAS No. 159 permits entities to choose to measure
financial instruments and certain other items at fair value, with changes in
fair value recognized in earnings.  The adoption of SFAS No. 159 did
not have a material impact on the Company's financial statements as the Company
made no election to account for its monetary assets and liabilities at fair
value.




x)Earnings per
Common Share:  Earnings per
share is computed in accordance with SFAS No. 128, "Earnings per
Share".  Basic earnings per share are calculated by dividing net
income available to common shareholders by the basic weighted average number of
common shares outstanding during the period.  Diluted net income per share
reflects the potential dilution assuming common shares were issued for the
exercise of outstanding in-the-money warrants and unvested restricted shares and
assuming the hypothetical proceeds, including proceeds from warrant exercise and
average unrecognized stock-based compensation cost, thereof were used to
purchase common shares at the average market price during the period such
warrants and unvested restricted shares were outstanding (Note 10).




y)  Segment
Reporting: The Company reports financial information and evaluates its
operations by total charter revenues and not by the type of vessel, length of
vessel employment, customer or type of charter. As a result, management,
including the chief operating decision makers, reviews operating results solely
by revenue per day and operating results of the fleet, and thus, the Company has
determined that it operates under one reportable segment. Furthermore, when the
Company charters a vessel to a charterer, the charterer is free to trade the
vessel worldwide and, as a result, the disclosure of geographic information is
impracticable.




F-17


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.      Significant
Accounting Policies – (continued):




z)  Recent
Accounting Pronouncements :




(i)
            In
      December 2007, the FASB issued SFAS No. 141(R), "Business
      Combinations" ("SFAS No. 141(R)"). The Statement is a revision of SFAS
      No. 141, "Business Combinations", issued in June 2001 and is designed
      to improve the relevance, representational fairness and comparability and
      information that a reporting entity provides about a business combination
      and its effects. The Statement establishes principles and requirements for
      how the acquirer recognizes assets, liabilities and non-controlling
      interests, how to recognize and measure goodwill and the disclosures to be
      made. SFAS No. 141(R) applies prospectively to business combinations for
      which the acquisition date is on or after the beginning of the first
      annual reporting period beginning on or after December 15, 2008. As
      the provisions of SFAS 141(R) are applied prospectively, the impact
      to the Company cannot be determined until future transactions
      occur.




(ii)
            In
      December 2007, the FASB issued SFAS No. 160 (SFAS No. 160)
      "Non-controlling Interests in Consolidated Financial Statements", an
      amendment of ARB No. 51. SFAS No. 160 amends ARB No. 151 to establish
      accounting and reporting standards for the non-controlling interest in a
      subsidiary and for the deconsolidation of a subsidiary. This Standard
      applies to all entities that prepare consolidated financial statements,
      except not-for-profit organizations. The objective of the Standard is to
      improve the relevance, compatibility and transparency of the financial
      information that a reporting entity provides in its consolidated financial
      statements. SFAS No. 160 is effective as of the beginning of an entity's
      fiscal year that begins on or after December 15, 2008. Earlier adoption is
      prohibited. This statement will be effective for the Company for the
      fiscal year beginning January 1, 2009. The adoption of this standard is
      not expected to have a material effect on the consolidated financial
      statements.




(iii)
            In
      February 2008, the FASB issued FASB Staff Position ("FSP") FASB 157-2
      "Effective Date of FASB Statement No. 157" ("FSP FASB 157-2"). FSP FASB
      157-2, which was effective upon issuance, delays the effective date of
      SFAS 157 for nonfinancial assets and liabilities, except for items
      recognized or disclosed at fair value at least once a year, to fiscal
      years beginning after November 15, 2008. FSP FASB 157-2 also covers
      interim periods within the fiscal years for items within the scope of this
      FSP. The adoption of this statement is not expected to have a material
      effect on the Company's financial position, results of operations and cash
      flows.




F-18


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




2.      Significant
Accounting Policies – (continued):




(iv)
            In
      March 2008 the FASB issued SFAS No. 161, "Disclosures about Derivative
      Instruments and Hedging Activities" ("SFAS No. 161").  The new
      standard is intended to improve financial reporting about derivative
      instruments and heding activities by requiring enhanced disclosures to
      enable investors to better understand their effects on an entity's
      financial position, financial performance, and cash flows.  It is
      effective for financial statements issued for fiscal years and interim
      periods beginning after November 15, 2008.  The adoption of this
      standard is not expected to have a material effect on the consolidated
      financial statements.




(v)
            In
      April 2008, the FASB issued FSP No. FAS 142-3, "Determination of
      the Useful Life of Intangible Assets" ("FSP No. FAS 142-3"). FSP
      No. FAS 142-3 amends the factors that should be considered in
      developing renewal or extension assumptions used to determine the useful
      life of a recognized intangible asset under SFAS No. 142,
      "Goodwill and Other Intangible Assets" ("SFAS No. 142") in order
      to improve the consistency between the useful life of a recognized
      intangible asset under SFAS No. 142 and the period of expected
      cash flows used to measure the fair value of the asset under
      SFAS No. 141(R), "Business Combinations"
      ("SFAS No. 141(R)"), and other GAAP. FSP No. FAS 142-3
      is effective for fiscal years beginning after December 15, 2008. The
      adoption of FSP No. FAS 142-3 will not have a material impact on
      the Company's Consolidated Financial
Statements.




(vi)
            In
      May 2008, the FASB issued SFAS No. 162, "The Hierarchy of
      Generally Accepted Accounting Principles" ("SFAS No.162"), which
      identifies the sources of accounting principles and the framework for
      selecting the principles used in the preparation of financial statements
      of nongovernmental entities that are presented in conformity with US GAAP.
      SFAS  No.162 was effective December 31, 2008 following the
      Commission's approval of certain amendments to auditing standards proposed
      by the Public Company Accounting Oversight Board. The Company has adopted
      SFAS No.162 as of December 31, 2008.  The adoption of SFAS No.
      162 did not have an effect on the Company's Consolidated Financial
      Statements for the year ended December 31,
2008.




(vii)
            On
      June 16, 2008, the FASB issued FSP EITF 03-6-1 "Determining Whether
      Instruments Granted in Share-Based Payment Transactions Are Participating
      Securities". The FASB concluded that all unvested share-based payment
      awards that contain nonforfeitable rights to dividends or dividend
      equivalents (whether paid or unpaid) are participating securities and
      shall be included in the computation of earnings per share pursuant to the
      two-class method. The FSP is effective for fiscal years beginning after
      December 15, 2008, and interim periods within those fiscal years. Early
      adoption is prohibited. The Company will adopt this FSP in the first
      quarter of 2009 and will present earnings per share pursuant to the
      two-class method.




F-19


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




3.      Transactions
with Related Parties:




Transactions
and balances with related parties are analyzed as follows:




December
      31, 2007
                          
                          
                          December
      31, 2008AssetsTMT
      Co ltd. (a)
                          
                          
                          
                          
                          
                          454Combine
      Marine S.A. (b)
                          
                          $
                          -
                          
                          
                          $
                          11Total
      assets
                          
                          $
                          -
                          
                          
                          $
                          465LiabilitiesTMT
      Co ltd. (a)
                          
                          $
                          480
                          
                          
                          $
                          -Oceanbulk
      Maritime, S.A.(c)
                          
                          
                          -
                          
                          
                          
                          1Interchart
      Shipping Inc. (d)
                          
                          
                          -
                          
                          
                          
                          6Management
      and Directors
                          
                          
                          -
                          
                          
                          
                          149Total
      Liabilities
                          
                          $
                          480
                          
                          
                          $
                          156




(a) TMT Co.
Ltd.:Under the Master Agreement (Note 1) the Company issued
to TMT 12,537,645 shares of Star Bulk's common stock representing the stock
consideration portion of the aggregate purchase price of initial vessels and
agreed to issue to TMT the additional stock consideration of 1,606,962 common
shares of Star Bulk in 2008 and 2009.  On July 17, 2008 The Company
issued 803,481 of the additional consideration of 1,606,962 shares of common
stock of Star Bulk to TMT.  During the year 2008, F5 Capital (TMT
affiliate) filed a Schedule 13D/A on July 29, 2008 reporting beneficial
ownership of 7.0% of the Company's outstanding common stock.  Under
the Master Agreement, Star Bulk filed with the Commission a registration
statement on Form F-3 (File No. 333-153304), which was declared effective on
November 3, 2008, which covered the shares beneficially owned by
TMT.  In addition, in certain circumstances, TMT may exercise certain
piggyback registration rights.




Under the
Master Agreement, as of December 31, 2007, Star Bulk took delivery of three
vessels from the initial fleet as indicated in Note 1.  In addition,
in December 2007, Star Bulk took delivery of the Star Kappa from TMT,
which was not part of the initial fleet for a cash consideration of
$72,000. During the year ended December 31, 2008, Star Bulk had taken
delivery of the remaining five vessels from the initial fleet as indicated in
Note 1.




Star
Gamma LLC, a wholly-owned subsidiary of Star Bulk, entered into a time charter
agreement dated, February 23, 2007, with TMT for the Star Gamma. The
charter rate for the Star Gamma is $28.5 per day for a term of one year. Star
Iota LLC, a wholly-owned subsidiary of Star Bulk, entered into a time
charter agreement, dated February 26, 2007, with TMT for the Star Iota. The
charter rate for the Star Iota was $18 per day for a term of one year. Neither
of the above mentioned vessels were delivered to the Company as of December 31,
2007, consequently no amounts relating thereto have been included in the
consolidated statement of income in 2007. For the year ended December 31, 2008,
the Company earned $13,009 net revenue under the time charter party agreements
with TMT and included in Voyage revenues in the Consolidated Statements of
Income.




F-20


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




3.      Transactions
with Related Parties-(continued):




(a)
TMT Co. Ltd.




On
October 20, 2008, Mr. Nobu Su resigned from the board of directors of Star Bulk
with immediate effect.  TMT is a company controlled by Mr. Nobu Su.
Since that date TMT ceased to be a related party to Star Bulk.




As of
December 31, 2007 Star Bulk has an outstanding balance of $480 (liability)
representing bunker and lubricants on board payable from the
company.  As of December 31, 2008, the outstanding balance of $454
with TMT mainly represented receivable for bunkers.




(b)  Combine Marine S.A.
(or "Combine"):Under an agreement dated May 4, 2007,
Star Bulk appointed Combine, a company affiliated with Mr. Tsirigakis,
Mr. Pappas and Mr. Christos Anagnostou, as interim manager of the
vessels in the initial fleet. Under the agreement, Combine provided interim
technical management and associated services, including legal services, to the
vessels starting with their delivery to Star Bulk, and also provided such
services and shore personnel prior to and during vessel delivery to Star Bulk in
exchange for a flat fee of $10 per vessel prior to delivery and at a daily fee
of $450 per vessel after vessel's delivery and during the term of the agreement.
Combine was entitled to be reimbursed by Star Bulk for out-of-pocket expenses
incurred by Combine while managing the vessels and was obligated to provide Star
Bulk with the full benefit of all discounts and rebates available to Combine.
The term of the agreement was for one year from the date of delivery of each
vessel. Either party may terminate the agreement upon thirty days' notice. As of
December 31, 2008, none of Star Bulk's vessels were managed by
Combine.




As of
December 31, 2007 and 2008 Star Bulk has an outstanding receivable balance
of $0, and $11 respectively from Combine.  During the years ended
December 31, 2006, 2007 and 2008 Combine Marine S.A. charged $0, $91 and $2,059
respectively for operational and technical management
services.  Combine also charged $84 related to vessel pre-delivery
expenses, which represents $10 per vessel from initial fleet plus $4 of other
capitalized expenses that were capitalized as vessel cost as of December 31,
2007.




F-21


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




3.      Transactions
with Related Parties-(continued):




(c) Oceanbulk Maritime, S.A., or
Oceanbulk:Oceanbulk Maritime, S.A., a related party, paid for certain
expenses on behalf of Star Maritime. Mr. Petros Pappas, the Company's Chairman
of the Board, is also the Honorary Chairman of Oceanbulk, a ship management
company of drybulk vessels. Star Bulk's Chief Executive Officer, Mr. Prokopios
(Akis) Tsirigakis, as well as its officer, Mr. Christos Anagnostou had been
employees of Oceanbulk until November 30, 2007.   On June 3,
2008, we entered into an agreement with Vinyl Navigation, a company affiliated
with Oceanbulk Maritime, S.A., a company founded by Star Bulk's Chairman, Mr.
Petros Pappas, to acquire the Star Ypsilon, a Capesize drybulk carrier for the
purchase price of $87,180, which was the same price that Vinyl Navigation had
paid when it acquired the vessel from an unrelated third party. The Company
eventually paid $86,940 due to the late delivery of the vessel.  The
Star Ypsilon was delivered to the Company on September 18, 2008.  No
commissions were charged to us on the sale or the chartering of the Star
Ypsilon.  We acquired the Star Ypsilon with an existing above market
time charter at an average daily hire rate of $91,932, and we recorded the fair
market value of time charter acquired at $14,417 which is being amortized as a
decrease to revenues during the remaining approximate three years period of the
respective acquired time charter.  Vinyl Navigation has a back-to-back
charter agreement with TMT, a company controlled by a former director of the
Company, Mr. Nobu Su, on the same terms as Star Bulk's charter agreement with
Vinyl Navigation.




There
were no expenses incurred or charged by Oceanbulk Maritime S.A. during
the year ended December 31, 2006.  Included in the consolidated
statement of income for December 31, 2007 are legal and office support expenses
paid to Oceanbulk Maritime S.A. in the amount of $196.  For the year
ended December 31, 2008, the Company earned $11,611 net revenue under the time
charter party agreements with Vinyl and included in Voyage revenues in the
Consolidated Statements of Income.  The company also paid to Oceanbulk
a brokerage commission amounting to $184 regarding the sale of the Star Iota
(Note 5).  As of December 31, 2008, Star Bulk had an outstanding
payable balance of $1.




(d) Interchart Shipping Inc. or
Interchart:Interchart
–a company affiliated to Oceanbulk- acting as a chartering broker of Star Zeta,
Star Omicron, Star Beta , Star Sigma and Star Cosmo. As of December 31, 2007 and
2008 Star Bulk had an outstanding liability of $0 and $6 respectively to
Interchart. During the year ended December 31, 2006, 2007 and 2008 the brokerage
commission of 1.25% on charter revenue paid to Interchart amounted $0, $0 and
$396, respectively and included in Voyage expenses in the Consolidated
Statements of Income.




(e)  Consultancy
Agreements




On
October 3, 2007, Star Bulk has entered into separate consulting agreements
with companies owned and controlled by the Chief Executive Officer and the Chief
Financial Officer, for the services provided by the Chief Executive Officer and
the Chief Financial Officer, respectively.  Each of these agreements has a
term of three years unless terminated earlier in accordance with the terms of
such agreements.  Under the consulting agreements, each company
controlled by the Chief Executive Officer and the Chief Financial Officer is
expected to receive an annual consulting fee of €370 (approx. $544) and €250
(approx. $368) respectively, commencing on the Merger date on a pro-rata
basis.




F-22


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




3.      Transactions
with Related Parties-(continued):




Additionally,
the Chief Executive Officer and the Chief Financial Officer are entitled to
receive benefits under each of their consultancy agreements with Star Bulk,
amongst others each is entitled to receive an annual discretionary bonus, to be
determined by Star Bulk's board of directors in its sole
discretion.  The related expenses for the years ended December 31,
2007 and 2008 were $659 and $969, respectively and are included under general
and administrative expenses.




4.      Inventories:




The
amounts shown in the accompanying consolidated balance sheets are analyzed as
follows:





2007
                        
                        
                        2008Bunkers
                        
                        $
                        280
                        
                        
                        $
                        412Lubricants
                        
                        
                        318
                        
                        
                        
                        864$
                        598
                        
                        
                        $
                        1,276




5.           Vessels
and other fixed assets:




The
amount shown in the accompanying consolidated balance sheets are analyzed as
follows:




As of December 31,2007
                                
                                
                                2008CostVessels
                                
                                $
                                263,585
                                
                                
                                $
                                872,577Other
      fixed assets
                                
                                
                                106
                                
                                
                                
                                502Total
      cost
                                
                                
                                263,691
                                
                                
                                
                                873,079Accumulated
      depreciation
                                
                                
                                (745
                                )
                                
                                
                                (51,795
                                )Vessels
      and other fixed assets, net
                                
                                $
                                262,946
                                
                                
                                $
                                821,284





F-23


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008






5.           Vessels
and other fixed assets (continued)




The
impact of cash and stock consideration for vessels acquired in 2007 and 2008 and
sold in 2008 to financial statements is analyzed as follows:


Consolidated
      statements of
                      cash
      flows
                    
                    
                    Consolidated
      statements of stockholders' equity
                    
                    
                    Consolidated
      balance sheetsCash
      paid for vessels to be acquired
                    
                    
                    Cash
      paid for vessels delivered and time charters acquired
                    
                    
                    Stock
      consideration
                    
                    
                    Additions
      to cost
                    
                    
                    Fair
      value of (below)/above market acquired time charterYear
      ended December 31, 2007Initial
      vessels
                    
                    $
                    83,444
                    
                    
                    $
                    25,541
                    
                    
                    $
                    175,955
                    
                    
                    $
                    193,522
                    
                    
                    $
                    (26,772
                    )Star
      Kappa
                    
                    
                    -
                    
                    
                    
                    72,043
                    
                    
                    
                    -
                    
                    
                    
                    70,063
                    
                    
                    
                    1,980Other
      fixed assets
                    
                    
                    -
                    
                    
                    
                    103
                    
                    
                    
                    -
                    
                    
                    
                    103
                    
                    
                    
                    -Total
                    
                    $
                    83,444
                    
                    
                    $
                    97,687
                    
                    
                    $
                    175,955
                    
                    
                    $
                    263,688
                    
                    
                    $
                    (24,792
                    )Year
      ended December 31, 2008Initial
      vessels
                    
                    $
                    -
                    
                    
                    $
                    115,696
                    
                    
                    $
                    18,946
                    
                    
                    $
                    327,974
                    
                    
                    $
                    (75,164
                    )Disposal
      of initial vessel
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (20,204
                    )
                    
                    
                    -Additional
      vessels
                    
                    
                    -
                    
                    
                    
                    311,783
                    
                    
                    
                    -
                    
                    
                    
                    301,222
                    
                    
                    
                    10,561Other
      fixed assets
                    
                    
                    
                    
                    
                    
                    395
                    
                    
                    
                    -
                    
                    
                    
                    395
                    
                    
                    
                    -Total
                    
                    $
                    -
                    
                    
                    $
                    427,874
                    
                    
                    $
                    18,946
                    
                    
                    $
                    609,387
                    
                    
                    $
                    (64,603
                    )







F-24


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008






5.      Vessels
and other fixed assets (continued)




Vessels
acquisitions for the year ended December 31, 2007




Following
the consummation of the Redomiciliation Merger, Star Bulk took delivery from
TMT, three out of eight initial vessels indicated in Note 1. The total purchase
price for all eight vessels included stock consideration of 12,537,645 shares
and cash consideration of $224,500. The purchase price of the first three
vessels from initial fleet delivered to Star Bulk in December, 2007 was first
satisfied by issuing 12,537,645 shares to TMT and a cash payment of $25,541. In
addition Star Bulk paid in advance to TMT the amount of $83,444 for vessels from
initial fleet that were delivered in 2008. The stock consideration of $175,955
was measured based on the fair market value of Star Bulk's shares at the time of
vessel delivery. The total purchase price for all eight vessels from initial
fleet consisting of cash and stock consideration included in a table above was
allocated to the acquired vessels based on vessel relative fair values on the
date of delivery of each vessel in 2007 and 2008.




The total
purchased price of $263,585 for vessels delivered in 2007 also includes cash
consideration of $72,043 for Star Kappa and above market acquired time charter
(Note 7), additional vessel acquired by Star Bulk from TMT and delivered to the
Company on December 14, 2007.




Vessels
acquisition for the year ended December 31, 2008




During
the first quarter of 2008, Star Bulk took delivery of the remaining five vessels
from initial fleet (Note 1) and paid the remaining cash consideration of
$115,515 to TMT and $181 of capitalizable costs. The additional stock
consideration of 1,606,962 common shares (Note 1) was determined to be $18,946
and was measured based on the Company's share price on March 7, 2008 when
performance by TMT was complete upon delivery of the last initial vessel, Star
Iota.




In
addition to the initial vessels, during the year ended December 31, 2008 the
Company acquired four additional vessels: Star Sigma, Star Omicron, Star Cosmo
and Star Ypsilon (Note 3) and related time charter agreements (Note 7) for a
cash purchase price of $311,783 in aggregate.




Vessel
disposed during the year ended December 31, 2008




On April
24, 2008, the Company entered into an agreement to sell the Star Iota, a vessel
from Initial fleet for gross proceeds of $18.4 million less costs to sell of
$1.8 million.  The Company delivered this vessel to its purchasers on
October 6, 2008. Star Iota was classified as vessel held for sale during the
first quarter of 2008 resulting in $3,646 of impairment loss to record vessel at
a lower of its carrying amount or fair value less cost to sell that is included
in the accompanying consolidated statements of income for the year ended
December 31, 2008.




F-25


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




6.   
Deferred finance charges




Deferred
charges comprise deferred financing costs, consisting of fees and commissions
associated with obtaining loan facilities which are amortized to interest and
finance costs over the life of the related debt using the effective interest
rate method.  On December 27, 2007, April 14 (amended September 18), and
July 1, 2008  the Company entered into loan agreements for an amount
up to $317,500 ($305,000 as amended, Note 8) in aggregate, resulting in the
deferral of the associated loan management fees amounting to
$1,625.  Amortization for the year ended December 31, 2008 amounted to
$234 and is included under interest and finance costs.




7.   Fair
value of acquired time charters:




The fair
value of the time charters acquired at below/above fair market charter rates on
the acquisition of the vessels is summarized below.  These amounts are
amortized on a straight-line basis to the end of each charter
period.




Vessel
                    
                    Fair
      value of acquired time charter
                    
                    
                    Amortization
      2007
                    
                    
                    Balance
      December 31, 2007
                    
                    
                    Amortization
      2008
                    
                    
                    Balance
      as at December 31, 2008Fair
      value of below market acquired time charterStar
      Epsilon
                    
                    $
                    14,375
                    
                    
                    $
                    889
                    
                    
                    
                    13,486
                    
                    
                    $
                    12,469
                    
                    
                    $
                    1,017Star
      Theta
                    
                    
                    12,397
                    
                    
                    
                    576
                    
                    
                    
                    11,821
                    
                    
                    
                    8,745
                    
                    
                    
                    3,076Star
      Alpha
                    
                    
                    46,966
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    34,462
                    
                    
                    
                    12,504Star
      Delta
                    
                    
                    13,815
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    12,011
                    
                    
                    
                    1,804Star
      Gamma
                    
                    
                    11,649
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    11,649
                    
                    
                    
                    0Star
      Zeta
                    
                    
                    2,735
                    
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    2,735
                    
                    
                    
                    0Star
      Cosmo
                    
                    
                    3,856
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    683
                    
                    
                    
                    3,173Total
                    
                    $
                    105,793
                    
                    
                    $
                    1,465
                    
                    
                    
                    25,307
                    
                    
                    $
                    82,754
                    
                    
                    $
                    21,574Fair
      value of above market acquired time charterStar
      Kappa
                    
                    
                    1,980
                    
                    
                    
                    28
                    
                    
                    
                    1,952
                    
                    
                    
                    746
                    
                    
                    
                    1,206Star
      Ypsilon
                    
                    $
                    14,417
                    
                    
                    
                    
                    
                    
                    $
                    -
                    
                    
                    $
                    1,475
                    
                    
                    $
                    12,942Total
                    
                    $
                    16,397
                    
                    
                    $
                    28
                    
                    
                    
                    1,952
                    
                    
                    $
                    2,221
                    
                    
                    $
                    14,148





F-26


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




8.      Long-term
Debt:




a)
            On
      December 27, 2007 the Company entered into a loan agreement with
      Commerzbank AG in the amount of up to $120,000 in order to partially
      finance the acquisition cost of the second hand vessels, Star Gamma, Star
      Delta, Star Epsilon, Star Zeta, and Star Theta, which also provide the
      security for this loan agreement.  Under the terms of this loan
      facility, the repayment of $120,000 is over a nine year term and divided
      into two tranches. The first of up to $50,000 is repayable in twenty-eight
      consecutive quarterly installments commencing twenty-seven months after
      the initial borrowings but no later than March 31, 2010: (i) the first
      four installments amount to $2,250 each, (ii) the next thirteen
      installments amount to $1,000 each (iii) the remaining eleven installments
      amount to $1,300 each and a final balloon payment of $13,700 is payable
      together with the last installment. The second tranche of up to $70,000 is
      repayable in twenty-eight consecutive quarterly installments commencing
      twenty-seven months after draw down but no later than March 31, 2010: (i)
      the first four installments amount to $4,000 each (ii) the remaining
      twenty-four installments amount to $1,750 each and a final balloon payment
      of $12,000 is payable together with the last installment. The loan bears
      interest at LIBOR plus a margin at a minimum of 0.8% per annum to a
      maximum of 1.25% p.a. depending on whether the aggregate drawdown ranges
      from 60% up to 75% of the aggregate market value of the initial
      fleet.




The loan
contains financial covenants, including requirements to maintain (i) a minimum
liquidity of $10,000 or $1,000 per vessel, whichever is greater (ii) the
market value adjusted equity ratio shall not be less than 25%, as defined
therein and (iii) an aggregate market value of the vessels pledged as security
under this loan agreement not less than (a) 125% of the then outstanding
borrowings for the first three years and (b) 135% of the then outstanding
borrowings thereafter. As of December 31, 2008, the Company's recognized
restricted cash based on this covenant amounted to $12,000.








On March
13, 2009, the Company entered into agreement with Commerzbank to obtain waivers
for certain covenants and the following loan and covenants amendments were
agreed: during the waiver period from December 31, 2008 to January 31, 2010, the
loan to value covenant shall at all times be less than 90% including the value
of the additional securities provided by the waiver. As further security for
this facility, the Company shall provide a first preferred mortgage on the
vessel Star Alpha and shall pledge an amount of $6,000 to the lenders.
Furthermore, the interest spread was increased to 2.00% per annum for the
duration of the waiver period and LIBOR was replaced by cost of funds. In
addition, during the waiver period, payments of dividend, share repurchases and
investments are subject to the prior written consent of the
lenders.




As of
December 31, 2008, the Company had outstanding borrowings of $120,000,
which is the maximum amount of borrowings permitted under this loan
facility.




F-27


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




8.      Long-term
Debt (continued):




b)
            On
      April 14, 2008, the Company entered into a loan agreement with Piraeus
      Bank A.E., or Piraeus Bank, or Piraeus Bank, acting as an agent, which was
      subsequently amended on April 17, 2008 and September 18, 2008.  Under
      the amended terms, the agreement provides for a term loan of $150,000
      to partially finance the acquisition of the Star Omicron, the Star
      Sigma and Star Ypsilon.  This loan agreement is secured by
      the vessels Star Omicron, the Star Beta, and the Star Sigma. Under
      the terms of this term loan facility, the repayment of $150,000 is over
      six years and begins three months after the Company's first draw down
      amount and is divided into twenty-four consecutive quarterly installments:
      (i) the first installment amounts to $7,000, (ii) the second through fifth
      installments amount to $10,500 each, (iii) the sixth to eighth
      installments amount to $8,800 each, (iv) the ninth through fourteenth
      installments amount to $4,400 each, (v) the fifteenth through
      twenty-fourth installments amount to $2,700 each, and a final balloon
      payment in the amount of $21,200 is payable together with the last
      installment.  The loan bears interest at LIBOR plus a margin of 1.3%
      p.a.




This loan
agreement with Piraeus Bank contains financial covenants, including requirements
to maintain (i) a minimum liquidity of $500 million per vessel, (ii) the total
indebtedness of the borrower over the market value of all vessels owned shall
not be greater than 0.6:1, (iii) the interest coverage ratio shall not
be less than 2:1 and (iv) an aggregate market value of the vessels pledged as
security under this loan agreement should not be less than (a) 125% of the then
outstanding borrowings for the first three years and (b) 135% of the then
outstanding borrowings thereafter.








On March
11, 2009, the Company entered into agreements with Piraeus Bank to obtain
waivers for certain covenants and the followings loan and covenants amendments
were agreed: during the waiver period from December 31, 2008 to February 28,
2010, the required security cover covenant of 125% shall be waived. After the
end of the waiver period, for the period from February 28, 2010 to February 28,
2011 the required security cover shall be reduced to 110% from 125% of the
outstanding loan amount. The lenders shall waive the 60% corporate leverage
ratio, which is the ratio of the Company's total indebtedness net of any
unencumbered cash balances over the market value of all vessels owned by the
Company, through February 28, 2010. As further security for this facility, the
Company shall provide (i) first priority mortgages on and first priority
assignments of all earnings and insurances of the vessels Star Kappa and Star
Ypsilon; (ii) corporate guarantees from each of the collateral vessel owning
limited liability companies; (iii) a subordination of the technical and
commercial manager's rights to payment; (iv) a pledge amount of $9,000 to the
lenders; and (v) the hedging obligation of the Company shall be waived until
December 31, 2009. Furthermore, the interest spread was increased to 2% p.a.
applicable for the period from January 1, 2009 to December 31, 2010, and
thereafter shall be adjusted to 1.5% per annum until the margin review date of
the facility. In addition, during the waiver period, payments of dividend are
subject to the prior written consent of the lenders.




As of
December 31, 2008, the Company had outstanding borrowings of $143,000,
which is the maximum amount of borrowings permitted under this loan
facility.




F-28


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




8.      Long-term
Debt (continued):




c)
            On
      July 1, 2008, the Company entered into a loan agreement with Piraeus Bank
      A.E., acting as an agent, in the amount of $35,000 to partially finance
      the acquisition of the Star Cosmo, which also
      provides the security for this loan agreement. The full amount of the loan
      was drawn down, on the same date. Under the terms of this term loan
      facility, the repayment of $35,000 is over six years and begins three
      months after the Company draw down the full amount but no later than July
      30, 2008 and is divided into twenty-four consecutive quarterly
      installments: (i) the first through fourth installments amounts to $1,500
      each, (ii) the fifth through eighth installments amount to $1,250 each,
      (iii) the ninth to twelfth installments amount to $875 each, (iv) the
      thirteenth through twenty-fourth installments amount to $500 each and a
      final balloon payment of $14,500 is payable together with the last
      installment. The loan bears interest at LIBOR plus a margin of 1.325%
      p.a.




The loan
agreement contains financial covenants, including requirements to maintain (i) a
minimum liquidity of $500 per vessel, (ii) the total indebtedness of the
borrower over the market value of all vessels owned shall not be greater than
0.6:1, (iii) the interest coverage ratio shall not be less than 2:1
and (iv) an aggregate market value of the vessels pledged as security under this
loan agreement not less than (a) 125% of the then outstanding borrowings for the
first three years and (b) 135% of the then outstanding borrowings
thereafter.








On March
11, 2009, the Company entered into agreements with Piraeus Bank to obtain
waivers for certain covenants and the followings loan and covenants amendments
were agreed: during the waiver period from December 31, 2008 to February 28,
2010, the required security cover covenant of 125% shall be waived. After the
end of the waiver period, for the period from February 28, 2010 to February 28,
2011 the required security cover shall be reduced to 110% from 125% of the
outstanding loan amount. The lender shall waive the 60% corporate leverage
ratio, which is the ratio of the Company's total indebtedness net of any
unencumbered cash balances over the market value of all vessels owned by the
Company, through February 28, 2010. Also, during the waiver period, no dividend
payments are made without the prior written consent of the lenders.




As
further security for this facility the Company will provide (i) second priority
mortgage on and second priority assignment of all earnings and insurances of the
Star Alpha; (ii) a corporate guarantee from Star Alpha's vessel owning limited
liability company; (iii) a subordination of the technical and commercial
managers rights to payment; and (iv) shall pledge an amount of $5,000 to the
lenders. This facility is repayable beginning on April 2, 2009, in twenty-two
consecutive quarterly installments: (i) the first two installments in the amount
of $2,000 each; (ii) the third installment in the amount of $1,750; (iii) the
fourth installment in the amount of $1,250; (iv) the fifth through tenth
installment in the amount of $875 each; and (v) the final twelve installments in
the amount of $500 each plus a balloon payment of $13,750 is payable together
with the last installment.  In addition, the interest spread was
adjusted to 2% p.a. applicable for the period from March 1, 2009 to February 28,
2010, and thereafter shall be adjusted to 1.5% p.a. until the final maturity
date of the facility.




F-29


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




8.      Long-term
Debt (continued):




As of
December 31, 2008, the Company had outstanding borrowings of $33,500, which
is the maximum amount of borrowings permitted under this loan
facility.




The
weighted average interest rate (including the margin) was 3.63% as of December
31, 2008.




The
principal payments required to be made after December 31, 2008, are as
follows:




Years
      ending
                
                Amount2009
                
                $
                49,2502010
                
                
                59,6752011
                
                
                31,7252012
                
                
                25,5002013
                
                
                23,8002014
      and thereafter
                
                
                106,550Total
                
                $
                296,500




Interest
expense for the year ended December 31, 2008 amounting to $9,655, amortization
of deferred finance fees amounting to $234 and other finance fees amounting to
$349 are included under "Interest and finance costs" in the accompanying
consolidated statements of income.




9.      Preferred,
Common stock and Additional paid in capital:




As of
December 31, 2007 and 2008 the Company had common stock and warrants
outstanding.




Preferred Stock:Star
Bulk is authorized to issue up to 25,000,000 shares of preferred stock, $0.01
par value with such designations, as voting, and other rights and preferences,
as  determined by the Board of Directors. As of December 31, 2007 and
2008 the Company had not issued any preferred stock.




Common Stock:Pursuant to the
Agreement and Plan of Merger by and between Star Maritime and Star Bulk, or the
Merger Agreement, each outstanding share of Star Maritime common stock, par
value $0.0001 per share,  converted into the right to receive one
share of Star Bulk common stock, par value $0.01 per
share.   Star Bulk is authorized to issue 100,000,000 shares of
common stock, par value $0.01.




Each
outstanding share of Star Bulk common stock entitles the holder to one vote on
all matters submitted to a vote of shareholders. Subject to preferences that may
be applicable to any outstanding shares of preferred stock, holders of shares of
common stock are entitled to receive ratably all dividends, if any, declared by
Star Bulk's board of directors out of funds legally available for dividends.
Holders of common stock do not have conversion, redemption or preemptive rights
to subscribe to any of Star Bulk's securities. All outstanding shares of common
stock are fully paid and non-assessable. The rights, preferences and privileges
of holders of common stock are subject to the rights of the holders of any
shares of preferred stock which Star Bulk may issue in the future.




F-30


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




9.      Preferred,
Common stock and Additional paid in capital-(continued):




On
November 30, 2007, the date of consummation of the Redomiciliation Merger, Star
Bulk had outstanding 41,564,569 shares of common stock. This included the
12,537,645 shares of common stock that had been issued to TMT in connection
with the Master Agreement (Note 1).  On July 17, 2008 the
Company issued 803,481 shares of additional stock consideration of 1,606,962 of
common stock of Star Bulk to TMT (Note 1).  The stock consideration
was measured based on the fair market value of the shares at the time the
vessels were delivered (Note 5) amounting to $175,955 for the initial 12,537,645
shares issued in 2007.  The additional stock consideration of
1,606,962 common shares (Note 1) was determined to be $18,946 and was measured
based on the Company's share price on March 7, 2008 when performance by TMT was
complete upon delivery of the last vessel of the initial fleet, the Star Iota
(Note 5).




For the
year ended December 31, 2008 Star Bulk have repurchased under the share and
warrant repurchase program announced on January 24, 2008, a total of 1,247,000
of our common shares at an aggregate purchase price of $7,976.




Warrants:On November 30,
2007, the date of consummation of the Redomiciliation Merger, Star Bulk had
20,000,000 shares of common stock reserved for issuance upon the exercise of the
warrants. Each outstanding Star Maritime warrant was assumed by Star Bulk with
the same terms and restrictions except that each would be exercisable for common
stock of Star Bulk.




Each
warrant entitles the registered holder to purchase one share of common stock at
a price of $8.00 per share, subject to adjustment as discussed below, at any
time commencing on the completion of a business combination. Following the
effectiveness of the Redomiciliation Merger, the warrants became exercisable.
The warrants will expire on December 16, 2009.  There is no cash
settlement option for the Warrants.




Star Bulk
may call the warrants for redemption:




·
            in
      whole and not in part;




·
            at
      a price of $0.01 per warrant at any time after the warrants become
      exercisable;




·
            upon
      not less than 30 days' prior written notice of redemption to each
      warrant holder; and




·
            if,
      and only if, the reported last sale price of the common stock equals or
      exceeds $14.25 per share, for any 20 trading days within a 30 trading day
      period ending on the third business day prior to the notice of redemption
      to warrant holders.




Following
the effectiveness of the Redomiciliation Merger, the warrants became exercisable
and warrant holders exercised their right to purchase shares of the Company's
common stock. Star Bulk as of December 31, 2007 and 2008 received a total of
$7,534 and $94,236 respectively, representing 951,864 and 11,769,486 warrants
respectively, at $8.00 per warrant exercised.  Following the
exercise of 951,864 and 11,769,486 warrants in 2007 and 2008 respectively,
19,048,136 and 5,916,150 warrants remained outstanding as of December 31, 2007
and 2008, respectively.




F-31


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




9.      Preferred,
Common stock and Additional paid in capital-(continued):




Share and Warrant re-purchase
plan:  Following the consummation of the Redomiciliation
Merger, in 2008 the Company announced a repurchase plan of shares and warrants
of up to an aggregate value of $50,000.  As at December 31, 2008 an
amount of 1,247,000 shares and an amount of 1,362,500 warrants had been
repurchased.




The
Company paid $7,976 for the shares and $5,473 for the above mentioned warrants.
Under the terms of the waiver agreements (Note 8) with the Company's lenders,
any share and warrant repurchase are subject to their prior written
consent.




Declaration of dividends:On
February 14, 2008, the Company declared dividends amounting to $4,599 or $0.10
per share paid on February 28, 2008, to the stockholders of record as of
February 25, 2008.




On April
16, 2008, the Company declared dividends amounting to $18,844 or $0.35 per share
paid on May 23, 2008, to the stockholders of record as of May 16,
2008.




On July
29, 2008, the Company declared dividend amounting to $19,371 of $0.35 per share
paid on August 18, 2008, to the stockholders of record as of August 8,
2008.




On
November 17, 2008, the Company declared a cash dividend ($0.18 per share),
amounting to $9,800, and stock dividend (4,255,002 shares issued) on Star Bulk's
common stock totaling $0.36 equivalent per common share for the quarter ended
September 30, 2008.  This cash dividend was paid and shares were
issued on December 5, 2008 to stockholders of record on November 28,
2008.  The number of newly issued shares was based on the volume
weighted average price of Star Bulk's shares on the Nasdaq Global Market during
the five trading days before the ex-dividend date or November 25, 2008. The
stock dividend issue of 4,255,002 shares was valued at $7,659, fair value based
on the date shares were issued, on December 5, 2008. This equity value was
deducted from the retained earnings and included in the additional paid in
capital and common stock as indicated in the Consolidated Statements of
Shareholders Equity. The management and the directors reinvested the cash
portion of their dividend in 2009 (Note 18).




Under the
terms of the waiver agreements (Note 8) with the Company's lenders, dividends
payments are subject to their prior written consent.




F-32


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




10.
Earnings per Share:




The
Company calculates basic and diluted earnings per share as follows:





Year
      ended
                      
                      
                      Year
      ended
                      
                      
                      Year
      endedDecember 31,
                      
                      
                      December 31,
                      
                      
                      December 31,2006
                      
                      
                      2007
                      
                      
                      2008Income:Net
      income
                      
                      $
                      2,978
                      
                      
                      $
                      3,411
                      
                      
                      $
                      133,738Basic
      earnings per share:Weighted
      average common shares outstanding, basic
                      
                      
                      29,026,924
                      
                      
                      
                      30,065,923
                      
                      
                      
                      52,477,947Basic
      earnings per share
                      
                      $
                      0.10
                      
                      
                      $
                      0.11
                      
                      
                      $
                      2.55Effect
      of dilutive securities:Dilutive
      effect of Warrants and unvested restricted shares
                      
                      
                      -
                      
                      
                      
                      6,751,693
                      
                      
                      
                      1,970,038Weighted
      average common shares outstanding, diluted
                      
                      
                      29,026,924
                      
                      
                      
                      36,817,616
                      
                      
                      
                      54,447,985Diluted
      earnings per share
                      
                      $
                      0.10
                      
                      
                      $
                      0.09
                      
                      
                      $
                      2.46
  During
the years ended December 31, 2007 and 2008 951,864 and 11,769,486 (Note 9)
warrants were exercised, respectively.  At December 31, 2007 and 2008,
a total of 19,048,136 and 5,916,150 warrants were outstanding, respectively
at an exercise price of $8 per warrant.  The exercise price of
warrants was below the average market price of the Company's shares during the
years ended December 31, 2007 and 2008.  Consequently, the Company's
warrants were dilutive and included in the computation of the diluted
weighted average common shares outstanding based on the treasury stock
method.  The weighted average diluted common shares outstanding for
the year ended December 31, 2007 excludes the effect of 165,000 (Note 11) of
unvested restricted shares, because their effect would be
anti-dilutive.   The weighted average diluted common shares
outstanding for the year ended December 31, 2008 includes the effect of
1,255,000 (Note 11) of unvested restricted shares, because their effect would be
dilutive.




F-33


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




11.   
Equity Incentive Plan:






On
February 8, 2007 the Company's Board of Directors adopted a resolution
approving the terms and provisions of the Company's Equity Incentive Plan (the
Plan).  The Plan is designed to provide certain key persons, whose
initiative and efforts are deemed to be important to the successful conduct of
the business of the Company with incentives to enter into and remain in the
service of the Company, acquire a propriety interest in the success of the
Company, maximize their performance and enhance the long-term performance of the
Company.




Under the
Plan, officers, key employees, directors and consultants of Star Bulk and its
subsidiaries will be eligible to receive options to acquire shares of common
stock, stock appreciation rights, restricted stock and other stock-based or
stock-denominated awards. Star Bulk has reserved a total of 2,000,000 shares of common stock for issuance
under the plan, subject to adjustment for changes in capitalization as provided
in the Plan.




i) On
December 3, 2007, the Company granted to Mr. Tsirigakis, the Company's
Chief Executive Officer, and Mr. Syllantavos, the Company's Chief Financial
Officer, 90,000 and 75,000 unvested restricted shares of Star Bulk common stock,
respectively.  The fair value of each share was $15.34 which is equal
to the market value of the Company's common stock on the grant date.  As of
December 31, 2008 an amount of 110,000 shares are still unvested and will
vest in two equal installments on  July 1, 2009 and July 1,
2010, respectively.  All 165,000 shares granted were issued during the
year ended December 31, 2008.




F-34


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




11.
Equity Incentive Plan-(continued):




ii) On
March 31, 2008, the Company concluded an agreement with Company's Director Mr.
P. Espig.  Under this agreement, which is part of Company's Equity
incentive plan, Mr. Espig received 150,000 restricted shares of Star Bulk common
stock. The fair value of each share was $11.39 which is equal to the market
value of the Company's common stock on the grant date.  As of December 31,
2008 an amount of 75,000 shares are still unvested and will vest on
April 1, 2009.  All 150,000 shares granted were issued during the
year ended December 31, 2008.




iii) On
December 5, 2008, pursuant to the terms of the Plan the Company authorized the
issuance of an aggregate of 130,000 unvested restricted common shares to all of
our employees and an aggregate of 940,000 unvested restricted common shares to
the members of its board of directors.  The fair value of each share
was $1.80 which is equal to the market value of the Company's common stock on
the grant date.  As of December 31, 2008, 1,070,000 shares were still
unvested.  These shares were issued on January 20, 2009 and vested on
January 31, 2009.




All
unvested restricted shares are conditional upon the grantee's continued service
as an employee of the Company, or as a director until the applicable vesting
date.  The grantee does not have the right to vote such unvested
restricted shares until they vest or exercise any right as a shareholder of
these shares, however, the unvested shares will accrue dividends as declared and
paid which will be retained by the Company until the share vest at which time
they are payable to the grantee. For the year ended December 31, 2008, the
Company paid dividends on unvested restricted shares which amounted to
$206.  As unvested restricted share grantees retained dividends on
awards that are expected to vest, such dividends were charged to retained
earnings.




The
Company estimates the forfeitures of restricted shares to be immaterial. The
Company will, however, re-evaluate the reasonableness of its assumption at each
reporting period.


For the
years ended December 31, 2006, 2007 and 2008, stock based compensation was $0,
$184 and $3,986 and is included in the general and administrative expenses in
the accompanying consolidated statement of income and the deferred compensation
costs from nonvested stock have been classified as a component of paid-in
capital in accordance with SFAS No. 123(R).




A summary
of the status of the Company's unvested shares as December 31, 2008, and
movement during the year ended December 31, 2008, is presented
below.




Unvested
                      
                      
                      Weighted
      Average Grant Date Fair ValueUnvested
      at January 1, 2008
                      
                      
                      165,000
                      
                      
                      $
                      15.34Granted
                      
                      
                      1,220,000
                      
                      
                      
                      2.97Vested
                      
                      
                      (130,000
                      )
                      
                      
                      13.06Unvested
      at Decemeber  31, 2008
                      
                      
                      1,255,000
                      
                      
                      $
                      4.91


F-35


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




11.
Equity Incentive Plan-(continued):




As of
December 31, 2008, there was $1,996 of total unrecognized compensation cost
related to nonvested share-based compensation arrangements granted under the
Plan. That cost is expected to be recognized over a weighted-average period of
0.56 years.  The total fair value of shares vested during the year
ended December 31, 2008 was $1,484.




12.
Accrued liabilities




The
amounts shown in the accompanying consolidated balance sheets are analysed as
follows:




2007
                      
                      
                      2008Audit
      fees
                      
                      $
                      312
                      
                      
                      $
                      644Legal
      fees
                      
                      
                      -
                      
                      
                      
                      64Other
      professional fees
                      
                      
                      -
                      
                      
                      
                      90Stores,
      spares and repairs
                      
                      
                      289
                      
                      
                      
                      1,219Other
      Operating & voyage expenses
                      
                      
                      126
                      
                      
                      
                      545Other
      general and administrative expenses
                      
                      
                      125
                      
                      
                      
                      168Loan
      interest and Financing fees
                      
                      
                      641
                      
                      
                      
                      566Totals:
                      
                      $
                      1,493
                      
                      
                      $
                      3,296




13.
Time charter agreement termination fees




The
vessel Star Sigma, which was on time charter to a charterer at a gross daily
charter rate of $100,000 per day from April 2008 until March 2009, was
redelivered to us earlier pursuant to an agreement whereby the charterer agreed
to pay the contracted rate less $8,000 per day, which is the approximate
operating cost for the vessel, from the date of the actual redelivery in
November 2008 through March 1, 2009.  The total amount received (net
of commissions) was $9,711.




14.
Income Taxes:




a)
Taxation on Marshall Islands registered companies




Under the
laws of the countries of the companies' incorporation and/or vessels'
registration, the companies are not subject to tax on international shipping
income. However, they are subject to registration and tonnage taxes, which have
been included in vessel operating expenses.




F-36


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




14.
Income Taxes-(continued):






b)
Taxation on US source income – shipping income




The
Company believes that it and its subsidiaries are exempt from U.S. federal
income tax at 4% on U.S. source shipping income, as each vessel-operating
subsidiary is organized in a foreign country that grants an equivalent exemption
to corporations organized in the United States and the Company's stock is
primarily and regularly traded on an established securities market in the United
States, as defined by the Internal Revenue Code (IRS) of the United
States.  Under IRS regulations, a Company's stock will be considered to be
regularly traded on an established securities market if (i) one or more
classes of its stock representing 50% or more of its outstanding shares, by
voting power and value, is listed on the market and is traded on the market,
other than in minimal quantities, on at least 60 days during the taxable year;
and (ii) the aggregate number of shares of stock traded during the taxable
year is at least 10% of the average number of shares of the stock outstanding
during the taxable year.




Based on
the U.S. source Shipping Income for 2007 and 2008, the Company would be subject
to U.S. federal income tax of approximately $17 and $258 under Section 887 in
the absence of an exemption under Section 883.






c)
Taxation on US source income – pre-Redomiciliation Merger




The
provision of income taxes for Star Maritime., prior to merging into Star Bulk
(Note 1) consists of the following:




2006
                        
                        
                        2007
                        
                        
                        2008Current-Federal
                        
                        $
                        207
                        
                        
                        $
                        9
                        
                        
                        $
                        -Current-State
      and Local
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Deferred-Federal
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Deferred-State
      and Local
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        $
                        207
                        
                        
                        $
                        9
                        
                        
                        $
                        -


F-37


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




14.
Income Taxes-(continued):






The total
provision for income taxes differs from the amount which would be computed by
applying the U.S. Federal income tax rate to income before the provision for
income taxes as follows:




2006
                        
                        
                        2007
                        
                        
                        2008Expenses
      deferred for income taxes
                        
                        $
                        447
                        
                        
                        $
                        -
                        
                        
                        $
                        -Valuation
      allowance
                        
                        
                        (447
                        )
                        
                        
                        -
                        
                        
                        $
                        -Total
      deferred tax asset
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        -





15.           Commitments
and Contingencies:




Various
claims, suits, and complaints, including those involving government regulations
and product liability, arise in the ordinary course of the shipping business. In
addition, losses may arise from disputes with charterers, agents, insurance and
other claims with suppliers relating to the operations of the Company's
vessels.




The
Company commenced an arbitration proceeding as complainant against Oldendorff
Gmbh & Co. KG of Germany ("Oldendorff"), seeking damages resulting from
Oldendorff's repudiation of a charter relating to the Star Beta. The Star Beta
had been time chartered by a subsidiary of the Company to Industrial Carriers
Inc. of Ukraine ("ICI"). Under that time charter, ICI was obligated to pay a
gross daily charter hire rate of $106,500 until February 2010. In January 2008,
ICI sub-chartered the vessel to Oldendorff for one year at a gross daily charter
hire rate of $130,000 until February 2009. In October 2008, ICI assigned its
rights and obligations under the sub-charter to one of our subsidiaries in
exchange for ICI being released from the remaining term of the ICI charter.
According to press reports, ICI subsequently filed for protection from its
creditors in a Greek insolvency proceeding. Oldendorff notified the Company that
it considers the assignment of the sub-charter to be an effective repudiation of
the sub-charter by ICI. The Company believes that the assignment was valid and
that Oldendorff has erroneously repudiated the subcharter.




The
Company accrues for the cost of environmental liabilities when management
becomes aware that a liability is probable and is able to reasonably estimate
the probable exposure. Currently, management is not aware of any such claims or
contingent liabilities, which should be disclosed, or for which a provision
should be established in the accompanying consolidated financial
statements.  Up to $1 billion of the liabilities associated with the
individual vessels' actions, mainly for sea pollution, are covered by the
Protection and Indemnity (P&I) Club Insurance.




In
May 2007, the Company entered into a one-year cancelable operating lease
for its office facilities that terminated in May 2008.  In
May 2008, the Company extended the operating lease for its office
facilities until August 2008. In April 2008 the company entered into a
twelve-year cancelable operating lease for its new office facilities that will
be terminated in April 2020.  Monthly lease payments were $21.3 for
the first year.  Obligation's calculation is adjusted annually to the
inflation rate plus 2% and it is estimated 5%.




Rental
expense for the year ended December 31, 2007 and 2008 was $11 and $179
respectively.


F-38


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




15.           Commitments
and Contingencies (continued):




Future
rental commitments were payable as follows:




Years
      ending December 31,
              
              Amount2009
              $
              2782010
              
              2912011
              
              3062012
              
              3212013
              
              3372014
      and thereafter
              
              2,568Total
              $
              4,101




Future
minimum contractual charter revenue, based on vessels committed to
noncancelable, long-term time charter contracts as of December 31, 2008 will
be:




Years
      ending December 31,
              
              Amount2009
              $
              162,6522010
              
              136,6002011
              
              67,7282012
              
              15,3732013
              
              11,8262014
      and thereafter
              
              1,037Total
              $
              395,216




These
amounts do not include any assumed off–hire.




F-39


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




16.           Voyage
and Vessel Operating Expenses:




The
amounts in the accompanying consolidated statements of income are analyzed as
follows:


Year
      ended
                              December 31,
                              2006
                            
                            
                            Year
      ended
                              December 31,
                              2007
                            
                            
                            Year
      ended
                              December 31,
                              2008Voyage expensesPort
      charges
                            
                            $
                            -
                            
                            
                            $
                            7
                            
                            
                            $
                            660Bunkers
                            
                            
                            -
                            
                            
                            
                            3
                            
                            
                            
                            571Commissions
      paid – third parties
                            
                            
                            -
                            
                            
                            
                            33
                            
                            
                            
                            1,824Commissions
      paid – related parties
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            
                            396Miscellaneous
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            53Total
      voyage expenses
                            
                            $
                            -
                            
                            
                            $
                            43
                            
                            
                            $
                            3,504Vessel operating expensesCrew
      wages and related costs
                            
                            $
                            -
                            
                            
                            $
                            417
                            
                            
                            $
                            10,350Insurances
                            
                            
                            -
                            
                            
                            
                            40
                            
                            
                            
                            2,225Maintenance,
      Repairs, Spares and Stores
                            
                            
                            -
                            
                            
                            
                            126
                            
                            
                            
                            6,037Lubricants
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            2,147Tonnage
      taxes
                            
                            
                            -
                            
                            
                            
                            35
                            
                            
                            
                            120Upgrading
      expenses
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,580Miscellaneous
                            
                            
                            -
                            
                            
                            
                            4
                            
                            
                            
                            739Total
      vessel operating expenses
                            
                            $
                            -
                            
                            
                            $
                            622
                            
                            
                            $
                            26,198


F-40


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




17.  Fair
value disclosures:





SFAS No.
157 requires that assets and liabilities carried at fair value will be
classified and disclosed in one of the following three categories based on the
inputs used to determine its fair value:





Level 1:
Quoted market prices in active markets for identical assets or
liabilities;


Level 2:
Observable market based inputs or unobservable inputs that are corroborated by
market data;


Level 3:
Unobservable inputs that are not corroborated by market data.





The
Company trades in the FFAs market with an objective to utilize those instruments
as economic hedge instruments that are highly effective in reducing the risk on
specific vessels trading in the spot market and to take advantage of short term
fluctuations in the market prices. FFAs trading does not qualify for cash flow
hedges for accounting purposes, therefore resulting gains or losses are
recognized in the accompanying consolidated statements of
income.





Dry bulk
shipping FFAs generally have the following characteristics: they cover periods
from several days and months to one year; they can be based on time charter
rates or freight rates on specific quoted routes; they are executed between two
parties.  All Company's FFA's are cleared
transactions.





The fair
value of the Company's investments in FFA contracts entered into in 2008 are
determined based on quoted prices in active markets on the last day of the
reporting period and therefore are considered having Level 1 inputs of the fair
value hierarchy as defined in SFAS No. 157.  The FFA contracts did not
qualify for hedge accounting treatment.  Accordingly, all gains or
losses have been recorded in the consolidated statement of income.





Gains
recognized during the reporting period on FFA contracts still held at the
reporting date amounted to $251 for the year ended December 31,
2008.





As of
December 31, 2008 no fair value measurements for assets or liabilities under
Level 2 and 3 were recognized in the Company's consolidated financial
statements.





The
carrying value of cash and cash equivalents, trade accounts receivable, accounts
payable and current accrued liabilities approximates their fair value due to the
short term nature of these financial instruments. The fair values of long-term
variable rate bank loans approximate the recorded values, due to their variable
interest.







18.  Subsequent
Events:




a) Filing of a
universal shelf registration statement:  On January 22, 2009,
the Company filed with the Commission a universal shelf registration statement,
as amended, on Form F-3 (File No. 333-156843), which was declared effective on
February 17, 2009, covering the registration of up to $250.0 million of the
Company's securities, including common shares, preferred shares, debt
securities, guarantees, warrants, purchase contracts and units and covering up
to 14,305,599 shares of the Company's common stock and 1,132,500 warrants under
the U.S. Securities Act of 1933, as amended.


F-41


STAR
BULK CARRIERS CORP.


Notes
to Consolidated Financial Statements


December
31, 2007 and 2008




18.  Subsequent
Events (continued):




b) Dispute
relating to the earlier redelivery of a vessel by its Charterer:Arbitration proceedings have commenced pursuant to disputes that have
arisen with the charterers of the Star Alpha. The disputes relate to vessel
performance characteristics and hire. The Company is seeking damages for
repudiations of the charter due to early redelivery of the vessel as well as
unpaid hire, while the charterers are seeking contingent damages resulting from
the vessel's off-hire.  Submissions and counterclaim submissions have
been filed by parties with the arbitration panel. Arbitration proceeding, before
a common panel, are also running between third parties that sub-chartered the
vessel. In the first quarter of 2009 the vessel underwent unscheduled repairs
which resulted in a 25 day off-hire period. Following the completion of the
repairs, the Star Alpha was redelivered to the Company by its charterers
approximately one month prior to the earliest redelivery date allowed under the
time charter agreement.




c) Further
developments on Dispute with Oldendorff:  In January 2009, the
Company made a written submission to its appointed arbitrator asserting claims
against Oldendorff and alleged damages in the amount of approximately $14,709.
In March 2009, Star Bulk made a written submission to respond to claims that the
Company overpaid under the relevant time charter agreement and submitted
counterclaims in connection with the early re-delivery of the vessel. The
Company believes that the assignment was valid and that Oldendorff has
erroneously repudiated the sub-charter.




d) Reinvestment
of the cash portion of the dividend for the quarter ended September 30,
2008: On January 20, 2009, management and the directors reinvested the
cash portion of their dividend for the quarter ended September 30, 2008 (Note
9), amounting to $1,886 into 818,877 newly issued shares in a private placement
at the same weighted average price as the stock portion of such dividend,
effectively electing to receive the full amount of the dividend in the form of
newly issued shares.




e) FFA's
transactions: During 2009, we entered into a significant number
of FFAs on the Capesize and Panamax indices. As of April 9, 2009, an
unrealized loss of $1,904 was incurred as a result of the adjustment in the fair
value of the FFAs.





F-42


SIGNATURES




The
registrant hereby certifies that it meets all of the requirements for filing on
Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.




Star
      Bulk Carriers Corp.(Registrant)Date:
      April 15, 2009
            
            By:
            /s/ Prokopios
      TsirigakisName:
            Prokopios
      (Akis) TsirigakisTitle:
            President
      and Chief Executive Officer