UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-191564
BOSTON CARRIERS, INC.
(Name of Registrant)
29 Karneadou Str., Athens 10675 Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Copies to:
Marc J. Ross, Esq.
Sichenzia Ross Ference Kesner LLP
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700
BOSTON CARRIERS, INC.
On December 21, 2016, Boston Carriers, Inc. (the “Company”) published the Interim Report for its fiscal period commencing January 1, 2016 and ending June 30, 2016 (the “Report”). A copy of the Report is attached as an exhibit to this report on Form 6-K. This report on Form 6-K (including the exhibits hereto) shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
The Company files reports on Form 6-K with the US Securities and Exchange Commission (SEC) pursuant to the requirements of the Securities Exchange Act of 1934, as amended. The SEC reports of the Company are available to the public over the internet at the SEC’s website at www.sec.gov and from the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 (telephone 1-800-SEC-0330).
Forward-looking statements
This Form 6-K and the information incorporated by reference in this Form 6-K include statements that constitute forward-looking statements. In addition, in the future Boston Carriers, Inc. and others on its behalf may make statements that constitute forward-looking statements. When evaluating forward-looking statements, you should carefully consider the cautionary statement regarding forward-looking information, the risk factors and other information set forth in Boston Carriers, Inc.’s reports on Form 6-K furnished to or filed with the SEC, and other uncertainties and events.
No Offer to Sell Securities
The attached information is not an offer to sell or a solicitation of an offer to purchase any security in the United States or elsewhere and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful. No securities may be offered or sold within the United States or to U.S. persons absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from any issuer of such securities and that will contain detailed information about us.
EXHIBITS
Exhibit Number
|
Description |
99.1 | Interim Report dated December 21, 2016, issued by Boston Carriers, Inc. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BOSTON CARRIERS, INC | |
Antonios Bertsos | |
By: /s/ Antonios Bertsos | |
Date: December 21, 2016 | Chief Executive Officer |
Exhibit 99.1
The following tables present the condensed consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015, the unaudited condensed consolidated Statements of Operations for the six months ended June 30, 2016 and June 30, 2015, the unaudited condensed consolidated Statements of Cash Flows for the six months ended June 30, 2016 and June 30, 2015, and the unaudited condensed consolidated statements of Changes in Shareholders’ Equity of Boston Carriers, Inc. for the six months ended June 30, 2016 and June 30, 2015.
BOSTON CARRIERS, INC., AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS AS OF
JUNE 30, 2016 AND DECEMBER 31, 2015
June 30, | December 31, | |||||||
2016 | 2015 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 150,706 | $ | 385,628 | ||||
Trade and other receivables, net | 142,491 | — | ||||||
Inventories | 56,098 | — | ||||||
Prepaid expenses and other current assets | 109,512 | — | ||||||
Assets from discontinued operations | 1,911 | 265,525 | ||||||
Total current assets | 460,718 | 651,153 | ||||||
Leased vessel, net of accumulated depreciation | 2,832,449 | — | ||||||
Non-current assets | ||||||||
Security deposit for bareboat contract | — | 500,000 | ||||||
Assets from discontinued operations | 139,962 | 175,919 | ||||||
Total non-current assets | 139,962 | 675,919 | ||||||
Total assets | $ | 3,433,129 | $ | 1,327,072 | ||||
LIABILITIES AND SHAREHOLDERS' (DEFICIT)/ EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable, trade | $ | 322,480 | $ | 22,957 | ||||
Accrued liabilities | 89,409 | — | ||||||
Share settled liabilities | 869,235 | — | ||||||
Current portion of obligations under capital leases | 307,657 | — | ||||||
Stock subscription liability | — | 1,000,000 | ||||||
Notes payable | 556,834 | — | ||||||
Other current liabilities | 18,227 | 6,000 | ||||||
Liabilities from discontinued operations | 99,917 | 105,821 | ||||||
Total current liabilities | 2,263,759, | 1,134,778 | ||||||
Non-current liabilities | ||||||||
Non-current portion of obligations under capital leases | 1,433,907 | — | ||||||
Convertible notes, net | 729,014 | — | ||||||
Stock subscription liability | 50,000 | — | ||||||
Total non-current liabilities | 2,212,921 | — | ||||||
Total liabilities | 4,476,680 | 1,134,778 | ||||||
Commitments and contingencies | — | — | ||||||
Shareholders’ (deficit)/ equity | ||||||||
Series A Preferred shares, $0.0001 par value, 1,850,000 shares authorized, 1,850,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 185 | 185 | ||||||
Series B Preferred shares, $0.0001 par value, 250,000 shares authorized, 0 and 250,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | — | 25 | ||||||
Series C Preferred shares, $0.0001 par value, 5,000,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | — | — | ||||||
Common shares, $0.0001 par value, 40,000,000,000 shares authorized, 150,000,000 and 147,500,000 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 15,000 | 11,123 | ||||||
Class B Common shares, $0.0001 par value, 5,000,000,000 shares authorized, 0 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | — | — | ||||||
Additional paid-in capital | 1,420,448 | 1,015,141 | ||||||
Accumulated deficit | (2,479,184 | ) | (834,180 | ) | ||||
Total shareholders’ (deficit)/ equity | (1,043,551 | ) | 192,294 | |||||
Total liabilities and shareholders’ (deficit)/ equity | $ | 3,433,129 | $ | 1,327,072 | ||||
BOSTON CARRIERS, INC., AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015
(UNAUDITED)
For the six months ended June 30, | ||||||||
REVENUES: | 2016 | 2015 | ||||||
Revenues – Shipping related | $ | 847,622 | $ | — | ||||
EXPENSES: | ||||||||
Voyage expenses | (488,256 | ) | — | |||||
Direct vessel operating expenses | (544,804 | ) | — | |||||
General and administrative expenses | (143,289 | ) | (104,521 | ) | ||||
Management fees | (62,356 | ) | — | |||||
Stock based compensation | (930,902 | ) | — | |||||
Depreciation and amortization | (52,031 | ) | — | |||||
Total operating expenses | (2,221,638 | ) | (104,521 | ) | ||||
Operating loss from continuing operations | (1,374,016 | ) | (104,521 | ) | ||||
OTHER (EXPENSE)/ INCOME NET: | ||||||||
Interest (expense)/ income, net | (150,054 | ) | 214 | |||||
Other expense, net | (31,451 | ) | — | |||||
Loss from continuing operations | (1,555,521 | ) | (104,307 | ) | ||||
Loss from discontinued operations | (89,483 | ) | (70,853 | ) | ||||
Net loss | $ | (1,645,004 | ) | $ | (175,160 | ) | ||
Net loss per share - basic and diluted | ||||||||
Continuing operations | $ | (0.01 | ) | $ | (0.00 | ) | ||
Discontinued operations | $ | (0.00 | ) | $ | (0.00 | ) | ||
Net loss per share - basic and diluted | $ | (0.01 | ) | $ | (0.00 | ) | ||
Weighted average number of common shares outstanding - basic and diluted | 145,872,115 | 154,585,807 |
BOSTON CARRIERS, INC., AND SUBSIDIARIES | ||||||||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015 (UNAUDITED) | ||||||||
For the six months ended June 30, | ||||||||
2016 | 2015 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss from continuing operations | $ | (1,555,521 | ) | $ | (104,307 | ) | ||
Net loss from discontinued operations | (89,483 | ) | (70,853 | ) | ||||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||||||||
Stock based compensation | 930,902 | — | ||||||
Depreciation and amortization | 52,031 | — | ||||||
Amortization of the beneficial conversion feature | 2,647 | — | ||||||
Amortization of original issue discount asset | 13,035 | — | ||||||
(Increase) decrease in: | ||||||||
Trade and other receivables, net | (142,491 | ) | — | |||||
Prepaid expenses and other current assets | (127,512 | ) | — | |||||
Inventories | (56,098 | ) | — | |||||
Increase (decrease) in: | ||||||||
Accounts payable, trade | 333,486 | 24,197 | ||||||
Accrued liabilities | 78,416 | — | ||||||
Other current liabilities | 12,227 | 4,000 | ||||||
Payments for special survey costs | (165,362 | ) | — | |||||
Net cash used in operating activities - continuing operations | (745,647 | ) | (146,963 | ) | ||||
Net cash provided by operating activities - discontinued operations | 258,377 | 8,024 | ||||||
Net cash used in operating activities | (455,346 | ) | (138,939 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Initial direct cost on leased vessel | (2,000 | ) | — | |||||
Net cash used in investing activities - continuing operations | (2,000 | ) | — | |||||
Net cash used in investing activities | (2,000 | ) | — | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from stock subscription liability | 50,000 | — | ||||||
Proceeds from convertible notes, net | 250,000 | — | ||||||
Proceeds from notes payable | 200,000 | — | ||||||
Principal payments on capital lease | (108,681 | ) | — | |||||
Net cash provided by financing activities - continuing operations | 391,319 | — | ||||||
Net cash used in financing activities - discontinued operations | (188,223 | ) | ||||||
Net cash provided by financing activities | 203,096 | — | ||||||
Net decrease in cash | (254,250 | ) | (138,939 | ) | ||||
Cash and cash equivalents - beginning of period | 406,867 | 392,701 | ||||||
Cash and cash equivalents - end of period | 152,617 | 253,762 | ||||||
Less cash and cash equivalents - end of period - discontinued operations | 1,911 | 253,762 | ||||||
Cash and cash equivalents - end of period - continuing operations | $ | 150,706 | $ | — | ||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
Cash paid for interest, net of amounts capitalized | $ | 74,103 | $ | — | ||||
Non-cash investing and financing activities | ||||||||
Purchase of vessel with capital lease | $ | (1,850,245 | ) | $ | — | |||
Capitalized initial direct cost related to vessel with note payable and accrued interest | $ | (366,873 | ) | $ | — | |||
Retirement of preferred stock by conversion to common stock | $ | 250 | $ | — | ||||
Stock based compensation, issued stocks | $ | 61,667 | $ | — |
BOSTON CARRIERS, INC., AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2016 AND 2015
Preferred Shares | Common Shares | |||||||||||||||||||||||||||
Number of Preferred Shares | Amount | Number of Common Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Shareholders’ Equity/(Deficit) | ||||||||||||||||||||||
Balance December 31, 2014 | 250,000 | $ | 25 | 158,503,951 | $ | 15,850 | $ | 1,011,198 | $ | (548,595 | ) | $ | 478,478 | |||||||||||||||
Retirement of common stock to treasury stock | — | — | (47,278,938 | ) | (4,727 | ) | 4,727 | — | — | |||||||||||||||||||
Net loss | — | — | — | — | — | (175,160 | ) | (175,160 | ) | |||||||||||||||||||
Balance June 30, 2015 (unaudited) | 250,000 | $ | 25 | 111,225,013 | $ | 11,123 | $ | 1,015,925 | $ | (723,755 | ) | $ | 303,318 | |||||||||||||||
Balance December 31, 2015 | 2,100,000 | $ | 210 | 111,225,013 | $ | 11,123 | $ | 1,015,141 | $ | (834,180 | ) | $ | 192,294 | |||||||||||||||
Stock issued for services | — | — | 36,274,987 | 3,627 | 58,040 | — | 61,667 | |||||||||||||||||||||
Beneficial conversion feature on the convertible notes | — | — | — | — | 535,715 | — | 535,715 | |||||||||||||||||||||
Conversion of Series B preferred stock in common stock | (250,000 | ) | (25 | ) | 2,500,000 | 250 | (225 | ) | — | — | ||||||||||||||||||
Dividends paid to shareholders of the old shell company (Integrated Inpatient Solutions, Inc.) | — | — | — | — | (188,223 | ) | — | (188,223 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (1,645,004 | ) | (1,645,004 | ) | |||||||||||||||||||
Balance June 30, 2016 (unaudited) | 1,850,000 | $ | 185 | 150,000,000 | $ | 15,000 | $ | 1,420,448 | $ | (2,479,184 | ) | $ | (1,043,551 | ) | ||||||||||||||