1328307--3/31/2006--Star_Maritime_Acquisition

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{acquisition, growth, future}

{investment, property, distribution}

{stock, price, operating}

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{operation, international, foreign}

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Risks associated with our business We are a development stage company with no operating history and, accordingly, you do not have any basis on which to evaluate our ability to achieve our business objective. If we are forced to liquidate before a business combination, our warrants will expire worthless. If third parties bring claims against us, the funds in the trust account could be reduced and the per-share liquidation price received by stockholders will be less than $10.00 per share. Since we have not currently selected any target business with which to complete a business combination, we are unable to currently ascertain the merits or risks of the target business operations. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our current stockholders and likely cause a change in control of our ownership. Our officers and directors, control a substantial interest in us and thus may influence certain actions requiring stockholder vote. We will be dependent upon interest earned on the trust account to fund our search for a target company and consummation of a business combination. Our ability to successfully effect a business combination and to be successful afterward will be totally dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate. It is also possible that our current officers and directors will resign upon the consummation of a business combination. If we seek to effect a business combination with an entity that is directly or indirectly affiliated with our officers or directors, conflicts of interest could arise. Our officers and directors may allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This could have a negative impact on our ability to consummate a business combination. Our officers and directors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. All of our officers and directors own shares of our common stock which will not participate in liquidation distributions and therefore they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination. Our officers and directors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount in the trust account unless the business combination is consummated and therefore they may have a conflict of interest in determining whether a particular target business is appropriate for a business combination and in the public stockholders best interest. It is probable that our initial business combination will be with a single target business, which may cause us to be solely dependent on a single business and a limited number of services. Because of our limited resources and the significant competition for business combination opportunities, we may not be able to consummate an attractive business combination. We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination. Risks associated with the shipping industry If charter rates fluctuate and the shipping industry continues to undergo cyclical turns, it may have a negative impact on our profitability and operations. Changes in the shipping industry may reduce the demand for the types of vessels we seek to acquire or the services we may ultimately provide and thereby reduce our profitability. If we experienced a catastrophic loss and our insurance is not adequate to cover such loss, it could have a material adverse affect on our operations. We may incur significant costs in complying with environmental, safety and other governmental regulations and our failure to comply with these regulations could result in the imposition of penalties, fines and restrictions on our operations. World events could affect our results of operations and financial condition. We anticipate re-domiciling in the Marshall Islands in connection with a business combination, and the laws of the Marshall Islands will likely govern all of our material agreements and we may not be able to enforce our legal rights. could requisition vessels of a target company during a period of war or emergency, resulting in a loss of earnings. Because our directors and officers reside outside of the United States and, after the consummation of a business combination, substantially all of our assets may be located outside of the United States, it may be difficult for investors to enforce their legal rights against such individuals. We may become subject to United States Federal income taxation on our United States source shipping income. If we acquire a business that charters vessels on the spot market, it may increase our risk of doing business following the business combination. If a target company has or obtains a vessel that is of second-hand or older nature, it could increase our costs and decrease our profitability. Management services relating to a target company s vessels may be performed by management companies that are affiliates of our officers and directors which could result in potential conflicts of interest. Risks associated with our common stock. Our outstanding warrants may have an adverse effect on the market price of common stock and make it more difficult to effect a business combination. If our officers and directors exercise their registration rights, it may have an adverse effect on the market price our common stock and the existence of these rights may make it more difficult to effect a business combination. The American Stock Exchange may delist our securities from quotation on its exchange which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination. Our directors may not be considered independent under the policies of the North American Securities Administrators Association, Inc. Because some of our directors and officers reside outside of the United States and, after the consummation of a business combination, substantially all of our assets may be located outside of the United States, it may be difficult for investors to enforce their legal rights against such individuals or such assets. Because we may acquire a company located outside of the United States, we may be subject to various risks of the foreign jurisdiction in which we ultimately operate.

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1328307--3/31/2006--Star_Maritime_Acquisition_Corp.