20-F/A 1 d1302256_20f-a.htm d1302256_20f-a.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 20-F/A

[_]       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 FEBRUARY 29, 2012

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: Not applicable

Commission file number: 000-30574

ALLSHIPS LTD.
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(Exact name of Registrant as specified in its charter)


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(Translation of Registrant's name into English)

REPUBLIC OF THE MARSHALL ISLANDS
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(Jurisdiction of incorporation or organization)
c/o Cardiff Marine Inc., Athens Shipping Office, Omega Building,
80 Kifissias Avenue, Maroussi, Athens, 151 25, Greece
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(Address of principal executive offices)

Mr. George Economou,
Tel. No. 011 30 210 809 0570, Fax No. 001 30 210 809 9585
c/o Cardiff Marine Inc., Athens Shipping Office, Omega Building,
80 Kifissias Avenue, Maroussi, Athens, 151 25, Greece
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(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: None

 
 

 

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

Common stock, $0.000167 par value
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Title of class

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 February 29, 2012, there were 4,799,902,350 shares of the registrant's
common stock 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

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those sections.

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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Registration S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes  [_] No

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

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


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

[X] U.S. 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 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).

[X] Yes  [_] No



 
 

 

EXPLANATORY NOTE
 
This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended February 29, 2012, originally filed with the Securities and Exchange Commission, or SEC, on May 30, 2012, or the 2012 Form 20-F, is being filed solely for the purposes of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. This Exhibit was not previously filed.
 
 
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the 2012 Form 20-F, or reflect any events that have occurred after the 2012 Form 20-F was originally filed.
 
 
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of any registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

 
 

 



Item 19 Exhibits

(a) Exhibits, Exhibit Number, Description

101
The following financial information from AllShips Ltd.'s Annual Report on Form 20-F for the fiscal year ended February 29, 2012, filed with the SEC on May 30, 2012, formatted in Extensible Business Reporting Language (XBRL):
 
(i) Balance Sheets as of February 28, 2011 and February 29, 2012;
(ii) Statements of Loss and Comprehensive Loss for the years ended February 28, 2010 and 2011 and February 29, 2012;
(iii) Statements of Stockholders' Equity/(Deficit) for the years ended February 28, 2010 and 2011 and February 29, 2012;
(iv) Statements of Cash Flows for the years ended February 28, 2010 and 2011 and February 29, 2012; and
(v) Notes to Financial Statements.
 



 
 

 



SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 
 
 
 
AllShips Ltd.
(Registrant)
 
/s/ Niki Fotiou
 
Niki Fotiou
Chief Financial Officer
 
 
 
Date: June 28, 2012