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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Date of event requiring this shell company report: _______
Commission file number
BOSTON CARRIERS, INC.
(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)
18 Poseidonos Ave., Kalithea, 17674, Greece
(Address of principal executive offices)
Mr. Antonios Bertsos
18 Poseidonos Ave.
Kalithea, 17674, Greece
Tel: + 30 213 012 3653, Fax: +30 210 9428753
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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:
There were 1,085,864,707 and 1,099,678,521 of the registrant’s common stock outstanding as of December 31, 2017 and April 19, 2018, respectively.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
If this report is an annual 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 [ ] No [X]
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. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of accelerated filer, large accelerated filer and emerging growth company in Rule 12b-2 of the Exchange Act. 0
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. [X]
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
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 [ ] 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 [ ] No [X]
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [X] No [ ]
TABLE OF CONTENTS
Boston Carriers, Inc. is a corporation organized under the laws of the Republic of The Marshall Islands that is referred to in this annual report on Form 20-F, together with its subsidiaries, as “Boston Carriers,” “the Company,” “we,” “us,” or “our.” This report should be read in conjunction with our consolidated financial statements and the accompanying notes thereto, which are included in Item 18 to this annual report. We use the sign $ for U.S. dollars. We use the term deadweight tons, or dwt, in describing the size of vessels. The 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This annual report should be read in conjunction with the consolidated financial statements and accompanying notes included in this report.
This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management, 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. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis or Plan of Operations” and “Risk Factors”. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates”, “believes”, “could”, “estimates”, “expects”, “hopes”, “intends”, “proposes” “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “will”, “would”, “continue” or similar expressions. Forward-looking statements include, but are not limited to, information concerning our possible or assumed future results of operations, liquidity position and cash flows, business strategies, financing plans and, if needed, receipt of waivers from our lenders, competitive position, industry environment, potential growth opportunities, the effects of regulation, our ability to continue as a going concern; future dividend payments, if any, and expected capital spending or operating expenses, including dry-docking and insurance costs; statements about trends in the dry bulk vessel shipping segment, including charter rates and factors affecting supply and demand; completion of repairs; length of off-hire; availability of charters; and anticipated developments with respect to any pending litigation.
In addition to these important factors and matters discussed elsewhere herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, the strength of world economies, fluctuations in currencies and interest rates, general market conditions, including fluctuations in charter hire rates and vessel values, failure of a seller to deliver one or more vessels; failure of a buyer to accept delivery of a vessel; inability to procure acquisition financing; changes in demand in the dry cargo shipping industry, changes in the Company’s operating expenses, including bunker prices, dry-docking and insurance costs, additional time spent in completing repairs; expectations of dividends, the Company’s ability to maintain compliance with the continued listing standards of the Over The Counter: Pink market (the “OTC Market”), changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, international hostilities and political events or acts by terrorists or pirates; any malfunction or disruption of information technology systems and networks that our operations rely on or any impact of a possible cybersecurity breach; and other important factors described from time to time in the reports we file with the Securities and Exchange Commission, or the SEC.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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. We discuss many of these risks in greater detail in “Risk Factors”. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. In addition, new factors emerge from time to time, and it is not possible for us to predict all of these factors. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.