SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

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

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

For the fiscal year ended FEBRUARY 28, 2005

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

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

ALLSHIPS LTD.
(Translation of Registrant's name into English)

BERMUDA
(Jurisdiction of incorporation or organization)

Covenant House
85 Reid Street
Hamilton, Bermuda HM 12
(Address of principal executive offices)

-------------------

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

Title of each class Name of each exchange on which registered
------------------------ -----------------------------------------
Common Stock, OTC Bulletin Board
U.S. $0.000167 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.

44,877,797 shares of common stock as of February 28, 2005.

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 which financial statement item the registrant has elected
to follow.

Item 17 [_] Item 18 [X]

INTRODUCTION

The following paragraphs contain certain forward looking statements,
which are within the meaning of and made pursuant to the Safe Harbor provisions
of the Private Securities Litigation Reform Act of 1995. The forward looking
statements include, without limitation, those regarding the prospects for and
factors affecting future revenues and profitability, likelihood of additional
financing, marketing, and cash requirements for future operations. Readers are
cautioned that forward looking statements involve risks, uncertainties, and
factors that may affect the Company's business and prospects, including without
limitation those described below as well as the risks associated with the nature
of competition; technological developments; and effective marketing; all as
discussed in the Company's filings with the U.S. Securities and Exchange
Commission.

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISORS

Not Applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable.

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA.

The following table summarizes our selected consolidated financial
data and operating information for the previous three years. Our financial
statements are stated in United States dollars.

The following selected consolidated financial data for the years ended
February 28, 2005, February 29, 2004, and February 28, 2003 has been derived
from our audited Consolidated Financial Statements included elsewhere in this
Annual Report. The information should be read in conjunction with the
Consolidated Financial Statements and Notes and management's discussion of
operations appearing elsewhere in this Annual Report.

Our Consolidated Financial Statements have been prepared in accordance
with United States generally accepted accounting principles.

YEAR ENDED YEAR ENDED YEAR ENDED,
FERUARY 28, FEBRUARY 29, FEBRUARY 28,
2005 2004 2003
----------- ------------ ------------

Revenues $ -- $ -- $ --
Bad debt expense -- -- --
Selling, general and administrative expenses $ (58,918) $ (60,040) $ (97,006)
Operating loss from continuing operations $ (58,918) $ (60,040) $ (97,006)
Loss from discontinued operations -- -- --
--------- --------- ---------
Net loss $ (58,918) $ (60,040) $ (97,006)
========= ========= =========
Net loss per share
Continuing operations $ (0.001) $ (0.005) $ (0.012)
Discontinued operations -- -- --
Total - Basic and diluted $ (0.001) $ (0.005) $ (0.012)
========= ========= =========
BALANCE SHEET DATA:
Working capital $ 201,769 $ (39,312) $(289,955)
Total assets $ 303,134 $ 5,528 $ 7,019
Total liabilities $ 101,364 $ 44,084 $ 296,974
Total Shareholders' Equity/(Deficit) $ 201,770 $ (39,312) $(289,955)

B. CAPITALIZATION AND INDEBTEDNESS.

Not applicable.

C. REASONS FOR THE OFFER AND USE OF PROCEEDS.

Not applicable.

D. RISK FACTORS.

THE COMPANY HAS IDENTIFIED THE FOLLOWING RISK FACTORS AS SIGNIFICANT. THE ORDER
IN WHICH THEY APPEAR IS NOT INTENDED TO REFLECT OUR MANAGEMENT'S PRIORITIZING OF
SUCH RISKS.

FORWARD LOOKING STATEMENTS. This Annual Report on Form 20-F may
contain forward-looking statements. Additional written and oral forward-looking
statements may be made by us from time to time in SEC filings and otherwise.
Results predicted by forward-looking statements, including, without limitation,
those relating to our future business prospects, revenues, working capital,
liquidity, capital needs, interest costs, and income are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those indicated in the forward-looking statements, due to the following
factors, among other risks and factors identified from time to time in our
filings with the SEC.

WE HAVE A HISTORY OF LOSSES AND CANNOT BE CERTAIN TO ACHIEVE POSITIVE
CASH FLOW. For the year ended February 28, 2005, we had a net loss of
$58,918.For the year ended February 29, 2004, we had a net loss of $60,040. And
for the year ended February 28, 2003, we had a net loss of $97,006. In addition,
we had an accumulated deficit of $1,565,693 through February 28, 2005. At
present we do not have any revenue producing operations and we anticipate
monthly operating expenses of approximately $6,000, including administration
salaries, listing and audit costs but excluding any litigation.

Even if we acquire an operating entity or individual assets, we cannot
be certain that we will achieve or sustain positive cash flow or profitability
from our operations. Our net losses and negative cash flow are likely to
continue even longer than we currently anticipate if we do not acquire a viable
operating entity or asset and if we do not attract and retain qualified
personnel. Our ability to achieve our objectives is subject to financial,
competitive, regulatory, legal, technical and other factors, many of which are
beyond our control.

OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO ASSESS PAST
PERFORMANCE AND FUTURE PROSPECTS. There is only limited historical operating and
financial information on which to base an evaluation of our performance and
prospects. We have acquired and disposed of one company since our inception in
March 1998. Any company which we may acquire in the future may be in a
completely different business than the company that we previously owned. This
limits the comparability of our operating and financial information from period
to period.

WE ARE SUBJECT TO RISKS AS WE MAKE ACQUISITIONS. As part of our
business strategy, we intend to acquire, make investments in, as yet
unidentified operating companies and assets. Any such future acquisitions,
investments would involve risks, such as:

- incorrect assessment of the value, strengths and weaknesses of
acquisition and investment opportunities;

- underestimating the difficulty of integrating the operations and
personnel of newly acquired companies with other companies we may
acquire;

- the potential disruption of any ongoing business, including
possible diversions of resources and management time; and

- the threat of impairing relationships with employees and
customers as a result of changes in management or ownership.

We cannot assure you that we will be successful in overcoming these
risks. Moreover, we cannot be certain that any desired acquisition, investment
or asset could be made in a timely manner or on terms and conditions acceptable
to us. Neither can we assure you that we will be successful in identifying
attractive acquisition candidates. We expect that competition for such
acquisitions may be significant. We may compete with others who have similar
acquisition strategies, many of whom may be larger and have greater financial
and other resources than us.

An additional risk associated with acquisitions is that many
attractive acquisition candidates do not have audited financial statements and
have varying degrees of internal controls. Although we may believe that the
available financial information for a particular business is reliable, we cannot
guarantee that a subsequent audit would not reveal matters of significance,
including with respect to liabilities, contingent or otherwise. We expect that,
from time to time in the future, we will enter into acquisition agreements, the
pro forma effect of which is not known and cannot be predicted.

WE DO NOT EXPECT TO PAY DIVIDENDS. We do not anticipate paying cash
dividends in the foreseeable future.

RISKS INHERENT IN INTERNATIONAL OPERATIONS. We are not currently
conducting business. In the future, however, we may acquire an operating company
or asset located outside of the United States. If we acquire a non-U.S.
operating company, it is possible that a substantial portion of our business may
be conducted outside of the United States. In this event, our operations could
be subject to various risks such as the possibility of the loss of revenue,
property or equipment due to expropriation, nationalization, war, insurrection,
terrorism or civil disturbance, the instability of foreign economies, currency
fluctuations, and devaluations, adverse tax policies and governmental activities
that may limit or disrupt markets, restrict payments or the movement of funds or
result in the deprivation of contract rights. Additionally, our ability to
compete could be adversely affected by foreign governmental regulations that
encourage or mandate the hiring of local contractors, or by regulations that
require foreign contractors to employ citizens of, or purchase supplies from
vendors in, a particular jurisdiction. We could also be subject to taxation in a
number of jurisdictions, and the final determination of our tax liabilities
might involve the interpretation of the statutes and requirements of various
domestic and foreign taxing authorities. Any of these risks could have an
adverse effect on our operations.

DEPENDENCE ON KEY EMPLOYEES. Our growth and profitability are
dependent upon, among other things, the abilities and experience of our
management team including Mr. George Economou, our Chairman and Director. If the
services of Mr. George Economou or our other directors or executive officers
became unavailable, our business, financial condition and results of operations
could be adversely affected.

RIGHTS OF SHAREHOLDERS UNDER BERMUDA LAW. We are incorporated under
the laws of Bermuda. Principles of law relating to such matters as the validity
of corporate procedures, the fiduciary duties of our management and directors
and the rights of our shareholders, are governed by Bermuda law and our
Memorandum of Association and By-laws. Such principles of law may differ from
those that would apply if we were incorporated in a jurisdiction in the United
States. In addition, there is uncertainty as to whether the courts of Bermuda
would enforce (i) judgments of United States courts obtained against us or our
officers and directors predicated upon the civil liability provisions of the
securities laws of the United States or any state or (ii) in original actions
brought in Bermuda, liabilities against us or such persons predicated upon the
securities laws of the United States or any state.

ITEM 4. INFORMATION ON THE COMPANY.

A. HISTORY AND DEVELOPMENT OF THE COMPANY.

We were originally organized under the laws of Bermuda on March 24,
1998 under the legal name, "Omninet International Ltd." The term of the Company
is perpetual. We amended our memorandum of association on June 30, 1998 in order
to increase the amount of our authorized common stock to 25,000,000 shares, par
value $0.001. On April 10, 2000, we further amended our memorandum of
association to increase the amount of our authorized common stock to 150,000,000
shares, par value $.000167. On March 18, 2005 we changed our name to AllShips
Ltd. and on September 28, 2004 we issued 30,000,000 additional common shares and
increased our share capital by $300,000. The name change was made to better
reflect the future anticipated business of the Company which is to own and
operate ocean-going cargo vessels.

We are a Bermuda exempted company. A Bermuda exempted company is
legislatively exempt from Bermuda's usual requirement that Bermuda-formed
businesses be 60% owned by Bermuda citizens. A Bermuda exempted company may
reside in Bermuda, but must carry on its business transactions in other
countries. Bermuda exempted companies may not hold real estate in Bermuda. There
is no income tax, withholding tax, capital gains tax, capital transfer tax,
estate duty or inheritance tax payable by a Bermuda exempted company or its
shareholders, other than shareholders ordinarily resident in Bermuda.

A Bermuda exempted company is required to pay an annual fee to the
Bermuda Registrar by January 31 of each year. Annual fees are calculated based
upon the exempted company's assessable capital (authorized share capital plus
any share premiums) as of August 31 of the prior year. Exempted companies with
assessable capital of between $0 - $12,000, $12,001 - $120,000 and $120,001 -
$1,200,000 must pay fees of $1,780 , $3,635 and $5,610, respectively. Annual
fees continue to increase as the amount of assessable capital increases above
$1,200,000. As of August 31, 2003, we had assessable capital of $25,000
(150,000,000 authorized shares of common stock with par value of $.000167).
Accordingly, our annual fee for the Year 2004 was $3,635. If an exempted company
fails to timely pay its annual fee, the Bermuda Registrar will charge that
company $300 as a late fee in addition to the annual fee. In extreme cases, the
Bermuda Registrar may cause the exempted company's charter to be suspended or
revoked so that it is no longer permitted to operate in Bermuda.

In addition, a Bermuda exempted company may apply under the Exempted
undertakings Tax Protection Act, 1966 for an assurance from the Bermuda
government that any tax imposing legislation will not be applied to the company
until after March 2016. We were granted such tax assurance on March 30, 1998.

Except as described above, we are subject to the laws and regulations
applicable to Bermuda-based corporations. Although Bermuda law at present is
structured to encourage foreign investment, there can be no assurance that
future laws and regulations will not have a negative impact on our operations.
See also "Risks Inherent in International Operations" in Item 3.D. above. At
present, we are not aware of any special country risks, such as existing or
probable government regulations, that could materially affect our operations.

B. BUSINESS OVERVIEW.

We are a development stage company intended to own and operate ship
operating businesses or to acquire ocean-going cargo vessels. We are not
presently engaged in any business. Our only plan of operation is seeking a
viable shipping business or ships to acquire. At present, we have not identified
another business or asset suitable for acquisition. Over the next 12 months, we
intend to continue our search to acquire suitable shipping businesses or
individual vessels.

In general, we intend to identify potential acquisitions through
research and referrals. Once identified, we will screen the target to determine
whether or not it might be suitable for acquisition. The initial screening will
consist of an evaluation of the candidate's potential, which may include factors
such as estimated future growth and income. If an existing shipping company is
identified as a potential target, we will conduct a detailed analysis of the
cost of acquisition, the target's fair market value, the prospective rate of
return on an investment in the target and the likelihood of achieving such
return. The detailed analysis may vary for each target and include criteria such
as an evaluation of the target against comparable companies in the shipping
industry, scrutiny of the target's financial condition and future earnings
potential and discounted cash flow analysis. We are particularly interested in
identifying and acquiring shipowning companies and/or individual ocean-going
cargo vessels. If we decide that a company is a suitable acquisition candidate,
we anticipate that we will enter into an agreement to acquire such target,
subject to obtaining any financing and approvals necessary to carryout the
transaction.

We will need additional financing or future profitability to continue
as a going concern. We will also need additional capital in order to acquire
either a shipping company or ocean-going vessel. We plan to raise such funds
through a private placement of common stock or by borrowing from a lending
institution. There can be no assurance that we will be able to raise such funds.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations" on page 8.

Since our formation, we have explored entering into certain businesses
but commenced operations in only one business. In particular:

- In the Spring of 1998, we explored providing Internet services to
users in the United Kingdom. On July 2, 1998, we acquired all of
the issued and outstanding shares (254,453 shares) of the common
stock of Colloquium Ltd., a Scotland based provider of
connectivity and value-added Internet services to the United
Kingdom, in exchange for 954,964 shares of our common stock.

- Colloquium generated net operating losses from the date of its
acquisition until May 26, 1999. As Colloquium's losses increased,
it became clear that additional financing would be required in
order to fund its operations, and we were not certain when, if
ever, Colloquium would achieve profitability. These factors,
among others, led to disagreement between our management and that
of Colloquium. In order to avoid continuing liabilities, our
Board of Directors determined to sell Colloquium even if that
involved realizing a one-time loss. On May 26, 1999, we
contributed $24,000 to the capital of Colloquium and thereafter
sold all of the issued and outstanding shares of Colloquium to
Brian McMillan and others in exchange for 479,988 of our shares
held by them. We incurred a loss upon the sale of Colloquium
because Colloquium's poor operating performance negatively
impacted the subsidiary's value.

- On September 8, 1998, we entered into a Plan and Agreement of
Merger Reorganization with E&M Management, Inc. whereby, subject
to numerous terms and conditions, E&M was to be merged with and
into us and we would be the surviving corporation. E&M was a
development stage company originally incorporated in Nevada on
November 2, 1992. E&M was not engaged in any operations; however,
trades in E&M's common stock were quoted on the OTC Bulletin
Board. As of October 15, 1999, E&M had not obtained the requisite
approval of the merger by its shareholders as required by Nevada
law and, on November 2, 1999, the companies terminated the merger
agreement by executing a Mutual Termination Agreement and
Release. We do not believe that we incurred any liabilities as a
result of termination of the merger agreement.

- During the fiscal year ended February 28, 2002, we entered into
negotiations for the acquisition of an Australian software
company. Because basic terms could not be agreed upon with that
company's management, we terminated our negotiations for such
transaction before any letter of intent or other agreements were
prepared or executed.

- During the fiscal years ended February 28, 2003 and February 29,
2004, we explored the acquisition of several companies, however,
no formal negotiations or agreements were entered into.

C. ORGANIZATIONAL STRUCTURE.

We are not a member of any group of companies. We do not presently
have any subsidiaries, although if we are successful in implementing our plan of
operation and identifying a company to acquire, we may form or acquire one or
more subsidiaries for such acquisition.

D. PROPERTY, PLANT, AND EQUIPMENT.

We do not own any material property, plant, or equipment. We have no
material assets except for cash in the amount of $303,134 as of February 28,
2005. We have no office facilities or real property holdings. Our registered
office is located at the offices of Atlantic Corporate Management, Warner
Building, 85 Reid Street, Hamilton, Bermuda HM 12. Our registered office address
is provided by Atlantic Corporate Management Ltd., our corporate Secretary, in
exchange for an annual fee of $4,000. Atlantic Corporate Management Ltd. can
terminate this arrangement for any reason at 120 days notice. We believe that
our existing arrangement is adequate to meet our current needs.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

A. OPERATING RESULTS

The following discussion is based on our unaudited financial data for
the year ended February 28, 2005 and audited financial data for the year ened
February 29, 2004. In the period between July 2, 1998 and May 26, 1999, we were
engaged in the business of providing connectivity and value added Internet
services through our subsidiary Colloquium. We discontinued our Internet-related
operations on May 26, 1999 when we sold Colloquium due to increasing net
operating losses. We are not presently engaged in that or any other business,
and our sole activity is seeking shipping companies and individual ocean-going
cargo vessels to acquire. We have not begun new operations since selling
Colloquium because we have not acquired any company or individual asset.

The Company's expenses are primarily administrative in nature and
include salaries, professional fees, management fees, legal fees, and transfer
agent fees. Our general and administrative expenses decreased from $60,040 in
2004 to $58,918 in 2005 primarily due to our cessation of litigation against
Colloquium and curtailment of litigation proceedings with related Colloquium
matters offset by an increase in salaries to directors. Similarly, our net loss
for 2005 was $58,918 compared to a net loss in 2004 of $60,040.

Operating activities absorbed cash of $58,918 in the year ended
February 28, 2005, compared to $60,040 in the year ended February 28, 2003. This
amount was used for administrative expenses, including salaries accounting and
legal. Net Cash provided by financing activities was $300,000 in the year ended
February 28, 2005, $268,970 in the year ended February 29, 2004. The $300,000
financed in the year ended February 29, 2004 was provided by existing
shareholders by way of an issuance of 30,000,000 new shares.

Our working capital surplus, defined as the excess of our current
assets over our current liabilities, was $201,770 at February 28, 2005 compared
to a deficit of($39,312) at February 29, 2004.

B. LIQUIDITY AND CAPITAL RESERVES

As of February 2005, out total cash and cash equivalents was $303,134
and our total current assets were $303,134 and our current liabilities were
$101,364. At the prior year end of February 29, 2004 our total cash and cash
equivalents was $2,250 and our total current assets were $5,528 and our current
liabilities were $44,840. Total net proceeds from the sale of equity securities
in the period between our formation and February 28, 2005 has amounted to
approximately $1,230,627.

During fiscal year 2005, the Company derived most of its operating
capital from the issuance of 30,000,000 shares at $0.01 thereby raising
$300,000. We have no planned capital expenditure at this time however, the
implementation of our business plan will require additional capital.

We do not presently have any borrowing facility established with a
financial institution. We will require additional capital to fund our operations
in the future. We anticipate raising such additional capital through a private
offering of our securities or by borrowing from a lending institution.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

None.

D. TREND INFORMATION

We currently are not engaged in any business.

E. OFF-BALANCE SHEET ARRANGEMENTS

None.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

None.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

The following sets forth the name of our directors, executive officers
and key employees, the positions and offices held by each such person, and the
period each such person has held such position.

Name Position Held and Term
- ---- ----------------------
George Economou Chief Executive Officer, Chairman and
Director since August 23, 2004.

Aristidis Ioannidis Director since August 23, 2004.

Christopher J. Thomas Chief Financial Officer, Treasurer and
Director since August 23, 2004.

Atlantic Corporate Management Secretary from January 1, 2004.

The following is a description of the business experience and other
positions held by each of our directors and key employees:

George Economou - has been actively involved in the shipping industry for over
25 years. After graduating from the Massachusetts Institute of Technology in
1976 with a B.A. and an M.S. in Naval Architecture and Marine Engineering and an
M.S. in Shipping and Shipbuilding Management, George Economou commenced working
as a Superintendent Engineer in Thenamaris Ship Management in Greece. From 1978
until 1981 he worked as Sale and Purchase Manager at Brokerage and Management in
New York. From 1981 to 1986 he held the position of General Manager of Oceania
Maritime Agency in New York. In 1986 he invested and participated in the
formation of numerous individual shipping companies. Mr. Economou is also on the
board of directors of DryShips Inc., a company with securities registered under
the Securities Act of 1933.

Aristidis Ioannidis - graduated from Newcastle University with a B.Sc.(Hons) in
Naval Architecture. He graduated after moving to MIT with an M.S. in Naval
Architecture and Marine Engineering and an M.S. in Shipping and Shipbuilding
Management. He has worked in the shipping industry for over thirty years and has
held senior executive management positions in both shipyards and shipping
companies. In 1998 he was appointed as General Manager of Cardiff Marine Inc.

Christopher J. Thomas - is our Chief Financial Officer. Since November 2001, Mr.
Thomas has been an independent financial consultant to numerous international
shipowning and operating companies. Mr. Thomas is also on the board of directors
of DryShips Inc. and TOP Tankers Inc., each of which is a publicly traded
company with securities registered under the Securities Act of 1933. From 1999
to 2004, Mr. Thomas was the Chief Financial Officer and a director of Excel
Maritime Carriers Ltd. Prior to joining Excel, he was Financial Manager of
Cardiff Marine Inc. Mr. Thomas holds a degree in Business Administration from
Crawley University, England.

Atlantic Capital Management is a Bermuda corporation providing professional
services to other Bermuda corporations. The Company entered into a contract for
Atlantic Capital Management to serve as the registered office and secretary of
the Company effective as of January 1, 2004.

B. COMPENSATION

During the year ended February 28, 2005, an aggregate of $55,000
compensation was to be paid directly or distributed to our officers or directors
in their capacity as officers and directors. These amounts have not yet been
paid.

During the year ended February 29, 2004, no cash compensation was paid
directly or distributed to our officers or directors in their capacity as
officers or directors. The Company paid $2,000 to Barons Financial Services, a
company controlled by our former director and officer at that time, Eric F.
Kohn, to reimburse Barons Financial for accounting services and out-of-pocket
expenses provided to the Company.

We did not set aside any amounts during the last fiscal year to
provide pension, retirement or similar benefits for our directors and officers.
On June 5, 2000, our shareholders approved our 2000 Outside Directors' Stock
Option Plan and set aside 100,000 shares of our common stock for issuance there
under. Under the terms of the Outside Directors' Plan, each non-employee
director will automatically be eligible to receive an option to purchase 5,000
shares of our common stock for each year that he serves as our director. Our
shareholders also approved our 2000 Stock Incentive Plan and set aside 1,100,000
shares of our common stock for issuance there under. The Stock Incentive Plan
allows our Board of Directors to grant certain of our key employees options to
purchase our common stock, and is intended to enhance our ability to attract and
retain key personnel. As of the date of this Annual Report, no options have been
granted pursuant to the Outside Directors' Plan or the Stock Incentive Plan.

C. BOARD PRACTICES

The Company's directors are elected by the shareholders at our annual
general meeting, and serve a term of one year or until their successors are
appointed and duly elected to office. Executive officers are appointed by our
Board of Directors and serve a term of one year or until their successors are
appointed.

The Company does not presently have a compensation committee and has
not yet appointed an audit committee. The Company's entire board of directors is
performing the functions of an audit committee. There are no director services
contracts that provide for benefits upon termination of service.

D. EMPLOYEES

We have no full time or part time employee, except for senior
management and the Board of Directors.

E. SHARE OWNERSHIP

As at August 26, 2005 none of our directors or officers owned any of
our common stock directly. Mr. Economou, our CEO, controls Eurotrade Marine
Inc., which owns 35.52% of our common stock.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTIES

A. MAJOR SHAREHOLDERS

To the best of our management's knowledge, the following are the only
owners of more than 5% of the Company's issued and outstanding common stock as
at August 26, 2005.

No. of Percentage of
Name Shares Owned Class
---------- ------------ -------------
Eurotrade Marine Inc.* 16,067,227 35.52%

Fairmont Services Corp.* 10,042,017 22.20%

Gulfwind Maritime Inc.* 6,025,210 13.32%

* Shares were acquired on August 23, 2004

None of the above shareholders have different voting rights from other
shareholders of the Company. All of our common shares have equal voting rights.

B. RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Mr. George Economou, our Chairman and director, controls the
Entrepreneurial Spirit Foundation, a Liechtenstein foundation that beneficially
owns 100% of Eurotrade Marine Inc. Entrepreneurial Spirit Foundation also owns
70.0% of Cardiff, a company that provides selling, general and administrative
services. Cardiff Marine Inc. has entered into a service agreement the term of
which is 5 years commencing August 2004 and provides for an annual fee of $2,000
increasing by $500 per annum. As remuneration for its services in 2004 Cardiff
Marine Inc. received $2,000. The other shareholder of Cardiff is Prestige
Finance S.A., a Liberian corporation, all of the issued and outstanding capital
of which is beneficially owned by Mrs. Chryssoula Kandylidi, the sister of Mr.
George Economou. Mrs Chryssoula Kandylidi is also the beneficial owner of
Fairmont Services Corp. owner of 22.20% of our common stock.

C. INTEREST OF EXPERTS AND COUNSEL

None.

ITEM 8. FINANCIAL INFORMATION

A. FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

FINANCIAL STATEMENTS

The Company's audited financial statements for the three fiscal years
ended February 28, 2005, February 29, 2004, and February 28, 2003, together with
the auditor's report, are included in this Annual Report under Item 18 and
incorporated herein by reference. These financial statements were prepared in
accordance with United Stated generally accepted accounting principles.

Moore Stephens resigned as our principal independent accountants
effective March 1, 2003. The reports of Moore Stephens on our financial
statements did not contain any adverse opinions or disclaimers of opinion and
were not modified as to uncertainty, audit scope, or accounting principles,
other than the going concern paragraphs contained thereon. There were no
disagreements with our former accountant, whether or not resolved, on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which if not resolved would have caused our former
accountant to make reference to the subject matter of the disagreement(s) in
connection with its report.

LEGAL PROCEEDINGS

Except as described below, no legal proceedings are known to us to be
contemplated, or threatened by or against us, by any party including any
governmental authority.

In 1999, we commenced litigation in Bermuda against Colloquium Ltd.,
Brian McMillan and Catherine Matherson (two former directors) in relation to the
withdrawal of $50,691 from our bank account and seeking the return of the
approximately $24,000 paid by us into Colloquium's treasury as part of the May
26, 1999 Agreement for the sale of Colloquium, a copy of which was filed as
Exhibit 3.3 to our Form 20-F filed on December 16, 1999. We claimed that the
withdrawal of funds was unauthorized and that the $24,000 payment made to
Colloquium under the May 26, 1999 agreement was made in error after a material
default under that agreement by Brian McMillan and Colloquium. A default
judgment was obtained in Bermuda against the defendants for $74,691, plus
interest and costs. On June 29, 1999, we initiated an interdict proceeding in
the Court of Session in Scotland seeking an injunction to prevent the disposal
of assets and seeking the repayment of $50,691. We initiated the interdict
proceeding in Scotland because the defendants and their assets are located in
that country. The litigation in Scotland has presently ceased, and no additional
expenses for such matter are anticipated by Management..

Colloquium, Brian McMillan and Catherine Matherson have appealed the
judgment in Bermuda, seeking to set aside the default judgment on the grounds
that the defendants were improperly served notice of the Bermuda proceedings and
that the default judgment was obtained in error.

In April 2002, the Bermuda court overturned our previous judgment
against Colloquium, and held that Scotland was the appropriate jurisdiction for
such litigation. Our management has not determined at this time, whether to
proceed with the action in Scotland. There can be no assurance as to whether
amounts believed to be owed will be collected, in whole or in part, from all or
any of Colloquium, Brian McMillan and Catherine Matherson.

DIVIDEND POLICY

The Company has not paid dividends in any of the last three fiscal
years and we have no plans to pay dividends in the foreseeable future.

B. SIGNIFICANT CHANGES

As detailed in Item 8.A. above, in April 2002, the Bermuda Court
vacated our Bermuda judgment entered against Colloquium, holding that Scotland
was the appropriate jurisdiction for such action.

Please see the description of the change in the Company's auditor
referenced in Item 8.A. above.

ITEM 9. THE OFFER AND LISTING.

A. OFFER AND LISTING DETAILS

4. Disclosure regarding price history

Three Most Recent Years - Annual Highs and Lows(1)

Low High
--- ----
2002 N/A N/A
2003 N/A N/A
2004 N/A N/A

- ----------
(1) Since the inception of the quoting of the Company's stock on the OTC
Bulletin Board, the only trade occurred on August 6, 2001 at a price of
$0.475.

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

Our common stock is quoted on the OTC Bulletin Board under the symbol "OMILE".
As of August 26, 2005, we had 26 stockholders of record, of which our
shareholder register indicates 3 have addresses in the United States. Our common
stock was first quoted on the OTC Bulletin Board on August 6, 2001. The last
quoted closing price of the common stock on the OTC Bulletin Board was $0.475
per share. There has been no trading activity in our stock other than the trade
on August 6, 2001.

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM OF ASSOCIATION AND BYE-LAWS

The information required by this section has been included in the Company's
previously filed registration statement on Form 20-F, as amended, which was
filed with the SEC on December 16, 1999.

C. MATERIAL CONTRACTS

None.

D. EXCHANGE CONTROLS

There are no governmental laws, decrees, or regulations in Bermuda that may
restrict the export of capital or the remittance of dividends, interest or other
payments to non-residents.

E. TAXATION

Generally, there is no income tax, withholding tax, capital gains tax, capital
transfer tax, estate duty or inheritance tax payable by a Bermuda exempted
company or its shareholders, other than shareholders ordinarily resident in
Bermuda.

F. DIVIDENDS AND PAYING AGENTS.

Not applicable.

G. STATEMENTS BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

All documents concerning the Company which are referred to in this Annual Report
are available for inspection at our registered office located at 22 Church
Street, 3rd Floor, Washington Mall I, Hamilton HM11, Bermuda.

I. SUBSIDIARY INFORMATION

Not applicable, the Company presently has no subsidiaries.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a small business issuer as defined in Rule 405 of the
Securities Act of 1933, as amended, and Rule 12b-2 of the Securities Exchange
Act of 1934, as amended, and therefore, need not provide the information
requested by this item.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF THE SECURITY HOLDERS AND USE
OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROECDURES

(a) Evaluation of Disclosure Controls and Procedures.

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
alerting them timely to material information relating to the Company required to
be included in the Company's periodic SEC filings.

(b) Management's Annual Report of Internal Financial Reporting Controls

Not applicable

(d) Changes in Internal Controls

Management is responsible for the establishing and maintaining adequate internal
control over financial reporting. There have been no significant changes in our
internal controls or in other factors that could have significantly affected
those controls subsequent to the date of our most recent evaluation of internal
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses. Although we believe our pre-existing
disclosure controls and procedures and internal controls were adequate to enable
us to comply with our disclosure obligations, as a result of such review we
intend to implement changes, primarily to formalize and document procedures
already in place. You should note that the design and operation of any system of
controls and procedures is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote.

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

We have not yet formed an audit committee, but intend to do so before we engage
in business.

ITEM 16B. CODE OF ETHICS

We have not yet adopted a code of ethics, but intend to do so before we engage
in business.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

We did not pay any fees to our accountants in 2005. In 2004, we paid Audit Fees
of $12,500 to our accountants.

ITEM 16D. EXEMPTIONS FROM LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E. PURCHASE OF EQUITY SECURITIES OF EQUITY SECURITIES BY THE ISSUER AND
AFFILIATED PURCHASERS

None.

PART III

ITEM 17. FINANCIAL STATEMENTS

We have elected to furnish the financial statements specified by Item 18.

ITEM 18. FINANCIAL STATEMENTS

AllShips Ltd
A Development Stage Company

Balance Sheets
February 28, 2005, February 29, 2004 and February 28, 2003

February 28, February, 29 February 28,
2005 2004 2003
Unaudited Audited Audited
----------------- ------------------ -------------------

Cash and cash equivalents $303,134 $2,250 $3,740
Prepayments 0 3,278 3,279
----------------- ------------------ -------------------
TOTAL CURRENT ASSETS $303,134 $5,528 $7,019
----------------- ------------------ -------------------
Liabilities and Shareholders' Equity

Accounts payable 72,533 1,007 200,261
Accrued expenses 0 43,833 42,500
Advances from related parties 54,213
Due to related parties 28,831
----------------- ------------------ -------------------
TOTAL CURRENT LIABILITIES $101,364 $44,840 $296,974
----------------- ------------------ -------------------
Stockholders' Deficit:
Common stock, $0.0000167 par value, 150,000,000 shares
authorized, 14,138,065 (2004) and 7,924,403 (2003)
shares issued and outstanding 2,362 2,362 1,321
Additional paid-in capital 1,765,101 1,465,101 1,155,459
Accumulated deficit during development stage (1,565,693) (1,506,775) (1,446,735)
----------------- ------------------ -------------------
TOTAL STOCKHOLDERS' EQUITY $201,770 $(39,312) $(289,955)
----------------- ------------------ -------------------

TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $303,134 $5,528 $7,019
----------------- ------------------ -------------------

AllShips Ltd
A Development Stage Company

Statements of Operations
February 28, 2005, February 29, 2004 and February 28, 2003

February 28, February, 29 February 28,
2005 2004 2003
Unaudited Audited Audited
---------------- ------------------ -------------------

Revenue $0 $0 $0
---------------- ------------------ -------------------
General and administrative expenses (58,918) (60,040) (97,006)

Loss from Continuing Operations (58,918) (60,040) (97,006)
---------------- ------------------ -------------------
Net Loss $(58,918) $(60,040) $(97,006)
---------------- ------------------ -------------------

Loss per share of continuing operations - basic and diluted

AllShips Ltd
A Development Stage Company

Statement of Stockholders' Deficit
February 28, 2005, February 29, 2004 and February 28, 2003

Additional Other Total
Common Stock Paid-in Accumulated Comprehensive Stockholders' Comprehensive
Shares Amount Capital Deficit Income Deficit Loss
------ ------ ------- ------- ------ ------- ----

At March 1, 2001 7,053,112 1,176 1,024,910 (1,211,474) 0 (185,388)
Issuance of additional common stock 781,291 130 117,064 117,194
Net Loss (138,255) (138,255) (138,255)
----------- --------- ---------- ----------- --------- ----------- -----------
At February 28, 2002 7,834,403 1,306 1,141,974 (1,349,729) 0 (206,449)
Issuance of additional common stock 90,000 15 13,485 13,500
Net Loss (97,006) (97,006) (97,006)
----------- --------- ---------- ----------- --------- ----------- -----------
At February 28, 2003 7,924,403 1,321 1,155,459 (1,446,735) 0 (289,955)
Stock issued in connection with 5,943,662 993 296,190 297,183
loan conversions 270,000 48 13,452 13,500
Stock issued as directors compensation (60,040) (60,040) (60,040)
Net Loss ----------- --------- ---------- ----------- --------- -----------
At February 29, 2004 14,138,065 2,362 1,465,101 (1,506,775) 0 (39,312)
Issuance of additional common stock 30,000,000 300,000 300,000
Net Loss (58,918) (58,918) (58,918)
----------- -------- --------- ----------- -------- -----------
At February 28, 2005 44,138,065 2,362 1,765,101 (1,565,693) 0 201,770

AllShips Ltd
A Development Stage Company

Statements of Operations
February 28, 2005, February 29, 2004 and February 28, 2003

February 28, February, 29 February 28,
2005 2004 2003
Unaudited Audited Audited
---------------- ------------------ -------------------

Cash Flows from Operating Activities:
Loss from continuing operations $(58,918) $(60,040) $(97,006)
Noncash items:
Stock warrants
Stock issued as directors compensation 13,500 13,500
Changes in operating assets and liabilities
Accounts receivable (3,279)
Accounts payable 71,526 (199,254) 57,498
Accrued expenses (43,833) 1,334 2,535
Advances from related parties 0 (26,000) 26,000
Due to Related Parties 32,109
---------------- ------------------ -------------------
Net Cash Used in Operating Activities 884 (270,460) (752)

Cash Flows from Financing Activities
Proceeds from issuance of common stock 300,000
Advances from Stockholder 268,970 3,346
---------------- ------------------ -------------------
Net Cash Provided by Financing Activities 300,000 268,970 3,346
---------------- ------------------ -------------------
Net (Decrease)/Increase in Cash and Cash Equivalents 300,884 (1,490) 2,594
Cash and Cash Equivalents at beginning of Period 2,250 3,740 1,146
---------------- ------------------ -------------------
Cash and Cash Equivalents at End of Period 303,134 2,250 3,740
================ ================== ===================

ITEM 19. EXHIBITS

Exhibit
Number Description
- ------- ---------------

1.1 Memorandum of Association of the Company, as amended by that
certain Certificate of Deposit of Memorandum of Increase of Share
Capital dated June 30, 1998 (filed as Exhibit 1.1 to the
Company's Form 20FR12G filed as of March 14, 2000, No.
001-15559, and incorporated herein by reference).

1.2 Bye-laws of the Company (filed as Exhibit 1.2 to the Company's
Form 20FR12G filed as of December 1, 1999, No. 001-15559, and
incorporated herein by reference).

12.1 Certification of Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended

12.2 Certification of Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended

13.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

13.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

[Signature page follows.]

SIGNATURES

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

ALLSHIPS LTD.

By: /s/ Christopher J. Thomas
-------------------------
Name: Christopher J. Thomas
Title: Chief Financial Officer

Dated: August 29, 2005

23113.0001 #597082