Registration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934




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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 20-F

 

[ ]

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

[X]

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

 

OR

 

[ ]

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

 

For the transition period from_______to_______

 

OR

 

[ ]

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

 

Date of event requiring this shell company report: _______

 

Commission file number

333-191564

 

BOSTON CARRIERS, INC.

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(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

E-mail: info@bostoncarriers.com

(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:

 

Title of each class

 

Name of each exchange on which registered

 

 

 

None

 

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:      

Common stock, $0.0001 par value

 

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:

 
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

 

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [X]

 

 

 

Emerging growth company [X]

 

 

 

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 standardsprovided 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:

 

U.S. GAAP  [X]

International Financial Reporting Standards as issued

by the International Accounting Standards [ ]

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  [ ]     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

 

 

 

 

Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

1

PART I

 

 

 

 

ITEM 1.

 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

2

ITEM 2.

 

OFFER STATISTICS AND EXPECTED TIMETABLE

 

2

ITEM 3.

 

KEY INFORMATION

 

2

ITEM 4.

 

INFORMATION ON THE COMPANY

 

34

ITEM 4A.

 

UNRESOLVED STAFF COMMENTS

 

56

ITEM 5.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

57

ITEM 6.

 

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

78

ITEM 7.

 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

82

ITEM 8.

 

FINANCIAL INFORMATION

 

83

ITEM 9.

 

THE OFFER AND LISTING

 

84

ITEM 10.

 

ADDITIONAL INFORMATION

 

85

ITEM 11.

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 91

ITEM 12.

 

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

92

PART II

 

 

 

 

ITEM 13.

 

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

 93

ITEM 14.

 

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

 93

ITEM 15.

 

CONTROLS AND PROCEDURES

 

 93

ITEM 16.

 

[RESERVED]

 

 93

ITEM 16A.

 

AUDIT COMMITTEE FINANCIAL EXPERT

 

 93

ITEM 16B.

 

CODE OF ETHICS

 

 94

ITEM 16C.

 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

 94

ITEM 16D.

 

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

 94

ITEM 16E.

 

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

 

 94

ITEM 16F.

 

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

 

 94

ITEM 16G.

 

CORPORATE GOVERNANCE

 

 95

ITEM 16H.

 

MINE SAFETY DISCLOSURES

 

 95

PART III

 

 

 

 

ITEM 17.

 

FINANCIAL STATEMENTS

 

 96

ITEM 18.

 

FINANCIAL STATEMENTS

 

 96

ITEM 19.

 

EXHIBITS

 

 96


 




 
 

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. 

 


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