Quarterly Report (10-q)

Date : 05/15/2019 @ 7:17PM
Source : Edgar (US Regulatory)
Stock : Petrogress, Inc. (PGAS)
Quote : 2.14  -0.16 (-6.96%) @ 9:30PM
Petrogress, Inc. share price Chart

Quarterly Report (10-q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark one)

 

[ X ]

Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended March 3 1 , 201 9

 

[    ]

Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

 

For the transition period from ___________________________ to _________________________________

 

Commission File Number: 000-55854

 

PETROGRESS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

27-2019626   

(State or other jurisdiction of incorporation of organization)

(I.R.S. Employer Identification No.)

 

1, Akti Xaveriou Avenue 5 th Floor - Piraeus - Greece

18538

(Address of principal executive offices)

(Zip Code)

 

+30 (210) 459-9741

(Registrant’s telephone number, including area code)

 

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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). Yes [ X ] No [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

[   ]

 

Accelerated filer

[   ]

Non-accelerated filer

[   ]  

 

Smaller reporting company

[ X ]

 

 

 

Emerging growth company

[X]

 

If an emerging growth company, 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. [   ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [ X ]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

None

N/A

N/A

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: The number of shares of the registrant’s Common Stock, par value $0.001 per share, outstanding as of May 15, 2019 was 3,874,808.

 

 

 

 

 

Table of Contents

 

 

Page

INTRODUCTORY COMMENT

1

 

 

Caution Regarding Forward-Looking Information

1

 

 

Part I - Financial Information

 

 

 

Item 1 - Financial Statements

2

 

 

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

12

 

 

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

14

 

 

Item 4 - Controls and Procedures

14

 

 

Part II - Other Information

 

 

 

Item 1 - Legal Proceedings

15

 

 

Item 1A - Risk Factors

15

 

 

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

15

 

 

Item 3 - Defaults Upon Senior Securities

15

 

 

Item 4 - Mine Safety Disclosures

15

 

 

Item 5 - Other Information

15

 

 

Item 6 – Exhibits

15

 

 

Signatures

15

 

 

 

 

 

INTRODUCTORY COMMENT

 
Throughout this Quarterly Report on Form 10-Q (the “Report”), the terms “we,” “us,” “our,” “Petrogress,” or the “Company” refers to Petrogress, Inc., a Delaware corporation and its subsidiary companies. As of March 31, 2019, our significant subsidiaries were Petrogres Co. Limited, Petronav Carriers LLC, Petrogress Int’l LLC and Petrogres Africa Co. Limited.

 

CAUTION REGARDING FORWARD-LOOKING INFORMATION


All statements in this Report that are not representations of historical fact are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and subject to the safe-harbor provisions of the United States Private Securities Litigation Reform Act of 1995. The disclosure and analysis set forth in this Report includes assumptions, expectations, projections, intentions and beliefs about future events in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. These statements are intended as forward-looking statements. In some cases, predictive, future-tense or forward-looking words such as “believe,” “intend,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “potential,” “may,” “should” and “expect” and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.

  
We caution that the forward-looking statements included in this Report represent our estimates and assumptions only as of the date hereof and are not intended to give any assurance as to future results. These forward-looking statements are not statements of historical fact and represent only our management’s belief as of the date hereof, and involve risks and uncertainties that could cause actual results to differ materially and inversely from expectations expressed in or indicated by the forward-looking statements. Assumptions, expectations, projections, intentions and beliefs about future events may, and often do, vary from actual results and these differences can be material. As a result, the forward-looking events discussed in this Report might not occur and our actual results may differ materially from those anticipated in the forward-looking statements. Accordingly, you should not unduly rely on any forward-looking statements.

 
We undertake no obligation to update or revise any forward-looking statements contained in this, whether as a result of new information, future events, a change in our views or expectations or otherwise. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, 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.

 

1

 

 

P art I - Financial Information

Item 1 - Financial Statements

 

 

PETROGRESS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS  

 

   

As of March 31, 2019

   

As of December 31, 2018

 
   

(Unaudited)

         

ASSETS

               

Current Assets

               

Cash and cash equivalents

    1,252,785       661,010  

Accounts receivable, net of allowance for doubtful accounts of $0 and $344,466 as of March 31, 2019 and December 31, 2018, respectively

    5,123,752       4,779,432  

Claims receivable, net

    547,600       547,600  

Inventories

    1,218,524       417,135  

Prepaid expenses and other current assets

    1,066,448       1,765,276  

Total current assets

    9,209,109       8,170,453  

Non-Current Assets

               

Goodwill

    900,000       900,000  

Vessels and other fixed assets, net

    4,267,066       4,450,906  

Deferred charges, net

    20,061       26,750  

Security deposit

    10,584       10,638  

Total non-current assets

    5,197,711       5,388,294  

Total Assets

    14,406,820       13,558,747  
                 

LIABILITIES AND SHAREHOLDERS' EQUITY

               

Current Liabilities

               

Accounts payable and accrued expenses

    1,931,982       1,265,452  

Due to related party

    1,213,297       1,176,863  

Loan facility from related party

    148,900       148,900  

Accrued Interest

    8,594       8,744  

Total current liabilities

    3,302,773       2,599,959  

Total liabilities

    3,302,773       2,599,959  
                 

Shareholders' equity:

               

Series A Preferred shares, $100 par value, 100 shares authorized, 100 and 100 shares issued and outstanding as of March 31, 2019 and December 31, 2018 respectively

    10,000       10,000  

Preferred shares (undesignated), $0.001 par value, 999,900 shares authorized, 0 shares and 0 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively

    -       -  

Shares of Common stock, $0.001 par value, 19,000,000 shares authorized, 3,828,412 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively

    3,829       3,829  

Additional paid-in capital

    9,535,161       9,535,161  

Accumulated comprehensive loss

    (10,231 )     (10,231 )

Retained earnings

    1,466,362       1,315,870  

Equity attributable to Shareholders of the Company

    11,005,121       10,854,629  

Non-controlling interests

    98,926       104,159  

Total liabilities and shareholders' equity

    14,406,820       13,558,747  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2

 

 

 

PETROGRESS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

   

Three Months Ended March 31,

 
   

2019

   

2018

 
   

(Unaudited)

   

(Unaudited)

 

Revenues

  $ 2,122,678     $ 2,565,264  

Costs of goods sold

    (1,165,752 )     (1,406,537 )
                 

Gross profit

    956,926       1,158,727  
                 

Operating expenses:

               

Corporate expenses

    (5,063 )     (300,138 )

Selling, general and administrative expenses

    (549,559 )     (541,313 )

Depreciation expense

    (197,280 )     (227,619 )

Total operating expenses

    (751,902 )     (1,069,070 )
                 

Operating income before other expenses and income taxes

    205,024       89,657  
                 

Other income/ (expense), net:

               

Interest and finance expenses

    (12,363 )     (1,427 )

Other income / (expense), net

    (47,402 )     25,614  

Total other income/ (expense), net

    (59,765 )     24,187  
                 

Income before income taxes

    145,259       113,844  
                 

Income tax expense

    -       -  
                 

Net income

  $ 145,259     $ 113,844  
                 

Net income attributable to:

               

Shareholders of the company

    150,492       120,480  

Non-controlling interests

    (5,233 )     (6,636 )
    $ 145,259     $ 113,844  
                 

Other comprehensive income/ (loss)

               
                 

Foreign currency translation adjustment

    -       724  
                 

Comprehensive income

  $ 145,259     $ 114,568  
                 

Comprehensive income attributable to:

               

Shareholders of the company

    150,492       121,204  

Non-controlling interests

    (5,233 )     (6,636 )
    $ 145,259     $ 114,568  
                 

Weighted average number of shares of Common Stock:

               

Basic

    3,828,412       3,299,234  

Diluted

    3,828,412       5,293,239  
                 

Basic earnings per share

    0.04       0.03  

Diluted earnings per share

    0.04       0.02  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

 

 

 

Petrogress , INC . and Subsidiaries

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

 

                                   

Additional

   

Accumulated

                    Non-    

Total

 
   

Preferred Stock

   

Common Stock

   

Paid-in

   

Comprehensive

    Retained            

controlling

   

Shareholders’

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Loss

   

Earnings

   

Total

   

interest

   

Equity

 

Balances at December 31, 2017

    100     $ 10,000       3,177,452     $ 3,098     $ 9,100,838     $ (7,744 )   $ 1,008,823     $ 10,115,015     $ 98,758     $ 10,213,773  

Common stock issued for convertible notes

    -       -       76,614       77       209,923       -       -       210,000       -       210,000  

Common stock issued to settle liabilities

    -       -       190,705       191       457,501       -       -       457,692       -       457,692  

Cancellation of common stock issued for services

    -       -       -       -       (146,767 )     -       -       (146,767 )     -       (146,767 )

Common stock issued for board advisory services

    -       -       800       80       1,416       -       -       1,496       -       1,496  

Common stock issued for accrued interest of LOC

    -       -       382,841       383       -       -       -       383       -       383  

Foreign currency translation adjustment

    -       -       -       -       -       (2,487 )     -       (2,487 )     -       (2,487 )

Elimination of Petrogress Africa Ltd apic/due from shareholders

    -       -       -       -       (87,750 )     -       -       (87,750 )     (12,250 )     (100,000 )

Net income

    -       -       -       -       -       -       307,047       307,047       17,651       324,698  

Balances at December 31, 2018

    100     $ 10,000       3,828,412     $ 3,829     $ 9,535,161     $ (10,231 )   $ 1,315,870     $ 10,854,629     $ 104,159     $ 10,958,788  

Net income

    -       -       -       -       -       -       150,492       150,492       (5,233 )     145,259  

Balances at March 31, 2019

    100     $ 10,000       3,828,412     $ 3,829     $ 9,535,161     $ (10,231 )   $ 1,466,362       11,005,121       98,926     $ 11,104,047  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

 

 

 

PETROGRESS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS   

 

   

Three Months Ended March 31,

 
   

2019

   

2018

 
   

(Unaudited)

   

(Unaudited)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 145,259     $ 113,844  

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

               

Depreciation

    197,280       227,619  

Change in Fair value of share-based payments issued for services

    -       153,178  

Gain on settlement of convertible promissory notes

    -       (12,835 )

Changes in working capital:

               

- (Increase)/ decrease in Accounts receivable, net

    (344,320 )     (1,632,138 )

- (Increase)/ decrease in Inventories

    (801,389 )     (1,876 )

- Amounts due from related party

    -       58,529  

- (Increase)/ decrease in Prepaid expenses and other current assets

    705,517       (102,146 )

- (Increase)/ decrease in Security deposit

    54       -  

Increase/(decrease) in:

               

- Increase/ (decrease) in Accounts payable and accrued expenses

    666,530       562,692  

- Increase/ (decrease) in Amounts due to related party

    36,434       -  

- Increase/ (decrease) in Accrued Interest

    (150 )     3,196  

Net cash provided by/ (used in) operating activities

    605,215       (629,937 )
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchase of property plant and equipment

    (13,440 )     (84,600 )

Acquisition of subsidiary

    -       -  

Net cash used in investing activities

    (13,440 )     (84,600 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from loan facility from related party

    -       63,000  

Net cash provided by/ (used in) financing activities

    -       63,000  
                 

Effect of exchange rate changes on cash

    -       724  
                 

Net (decrease)/ increase in cash and cash equivalents

    591,775       (650,813 )
                 

Cash and cash equivalents, Beginning of Period

    661,010       1,150,999  
                 

Cash and cash equivalents, End of Period

  $ 1,252,785     $ 500,186  
                 
                 

Cash paid for interest expense

  $ -     $ -  

Cash paid for income taxes

  $ -     $ -  

Non-cash investing and financing activities:

               

Common stock issued for settlement of notes and interest payable

  $ -     $ 297,500  

Common stock issued for settlement of services

  $ -     $ 210,000  

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5

 

 

Petrogress, Inc. and Subsidiaries

Notes to CONDENSED Consolidated Financial Statements

(unaudited)

 

 

Note 1 - Background and Description of Business and Preparation of Financial Statements

 

Nature of the Business

 

Petrogress, Inc. was incorporated on February 10, 2010 under the laws of the State of Florida as 800 Commerce, Inc. ("800 Commerce") for the purpose of marketing credit card processing services on behalf of merchant payment processing service providers. On February 29, 2016, 800 Commerce entered into an Agreement concerning the Exchange of Securities ("SEA") with Petrogres Co. Limited, a Marshall Islands corporation, and its sole shareholder, Christos Traios, a Greek citizen. Under the terms of the SEA, 800 Commerce issued 136,000,000 shares of restricted Common Stock, representing approximately 85% of the post-transaction issued and outstanding shares, to Mr. Traios in exchange for 100% of the shares of Petrogres Co. Limited.

 

800 Commerce's acquisition of Petrogres Co. Limited effected a change in control and was accounted for as a "reverse acquisition" whereby Petrogres Co. Limited was the acquirer for financial statement purposes. Accordingly, the historical financial statements of 800 Commerce are those of Petrogres Co. Limited and its subsidiaries from their respective inception and those of the consolidated entity subsequent to the February 29, 2016 transaction date.

 

On March 9, 2016, our Board of Directors approved an amendment to our Articles of Incorporation to change the Company’s name to Petrogress, Inc. On March 15, 2016, Mr. Traios was appointed Chief Executive Officer. On November 16, 2016, Petrogress, Inc. filed Articles of Merger and Plan of Merger in Florida and Delaware to change the Company’s domicile by merging with and into a Delaware corporation formed solely for the purpose of effecting the reincorporation.

 

The Company operates as a fully integrated international merchant of petroleum products, focused on the supply and trade of light petroleum fuel oil (LPFO), refined oil products and other petrochemical products to local refineries in West Africa and Mediterranean countries. The Company operates as a holding company and provides its services primarily through its wholly-owned and majority-owned subsidiaries: Petrogres Co. Limited, which provides management of crude oil purchases and sales; Petronav Carriers LLC, which manages day-to-day operations of our affiliated tanker fleet, currently consisting of four vessels; Petrogress Int’l LLC, which is a holding company for subsidiaries currently conducting business in Cyprus and Ghana. including a 90% interest in Petrogres Africa Co. Limited, which attends to and services our tanker fleet in Ghana.

 

The accompanying unaudited condensed interim consolidated financial statements (the "Interim Statements") have been prepared pursuant to the rules and regulations for reporting on Securities and Exchange Commission (the "SEC") Form 10-Q. Accordingly, certain information and disclosures required by generally accepted accounting principles for complete consolidated financial statements are not included herein. The Interim Statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's latest Annual Report on Form 10-K for the year ended December 31, 2018 as filed with the SEC on April 12, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments (unless otherwise indicated), necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The interim results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

 

The Company's management team operates from its principal offices located in Piraeus, Greece.

 

Basis of Presentation

 

The Company follows the accrual basis of accounting in accordance with generally accepted accounting principles (“GAAP”) and has elected a year-end of December 31.

 

All significant intercompany transactions and accounts have been eliminated.

 

These interim consolidated financial statements are unaudited; however, in the opinion of our management, these statements reflect all adjustments necessary for a fair statement of the results for the periods reported. All such adjustments are of a normal, recurring nature unless otherwise disclosed. These interim consolidated financial statements, including the notes, have been prepared in accordance with the rules of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements.

 

These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2018. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full year.

 

6

 

 

Principles of consolidation

 

The consolidated financial statements of the Company include the consolidated accounts of the Company and its wholly-owned and majority-owned subsidiaries. Our significant subsidiaries are described below.  

 

Petrogres Co. Limited

 

Petrogres Co. Limited, is a Marshall Islands corporation, incorporated in 2009.

 

Petronav Carriers LLC

 

Petronav Carriers LLC, was formed in Delaware in April 2016.

 

Petrogress Int'l LLC

 

Petrogress Int’l LLC, is a Delaware limited liability company, acquired by the Company in September 2017.

 

Emerging Growth Company

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or “JOBS Act.” Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates.

 

 

Note 2 - Summary of Significant Accounting Policies

 

Cash and Cash Equivalents

 

We consider all highly liquid investments with an original term of three months or less to be cash equivalents.

 

Accounts Receivable, net

 

The amount shown as accounts receivable, net at each balance sheet date includes estimated recoveries from customers and charterers for sales of oil products, hires, freight and demurrage billings, net of allowance for doubtful accounts. Accounts receivable involve risk, including the credit risk of non-payment by the customer. Accounts receivable are considered past due based on contractual and invoice terms. An estimate is made of the allowance for doubtful accounts based on a review of all outstanding amounts at each period, and an allowance is made for any accounts which management believes are not recoverable. The determination of bad debt allowances constitutes a significant estimate.

 

As of March 31, 2019, and December 31, 2018, 0 and $344,466 of allowances for doubtful accounts were recorded.

 

Inventories

 

The Company's inventories consist primarily of purchased crude oil for re-sale and gas oil in transit on a marine vessel at the respective balance sheet date, and both are valued at the purchased cost or market using the mark-to-market method of valuation.

 

Inventories

 

At March 31, 2019

   

At December 31, 2018

 

Crude Oil (Commodities)

  $ -     $ 279,196  

Gas Oil (Bunkers on board)

    127,322       137,939  

Gas Oil (Commodities)

    1,050,000       -  

Lubricants (Commodities)

    41,202       -  

Total Inventories

  $ 1,218,524     $ 417,135  

 

7

 

 

Vessels and other fixed assets, net

 

We depreciate our vessels on a straight-line basis over the estimated useful life which is 10 years from the date of their transfer to the Company. Depreciation is calculated based on a vessel’s cost less the estimated residual value. The estimated useful lives of vessels and equipment are as follows:

 

Vessels (in years)

    10  

Office equipment and furniture (in years)

    10  

 

Income taxes

 

The Company files income tax returns in various jurisdictions, as appropriate and required. The Company was not subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2012.

 

We account for income taxes in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740-10, Income Taxes. We recognize deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. We record a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment.

 

ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. We classify interest and penalties as a component of interest and other expenses. To date, we have not incurred any liability for unrecognized tax benefits, including assessments of penalties and/or interest.

 

We measure and record uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. Our tax years subsequent to 2011 remain subject to examination by federal and state tax jurisdictions.

 

Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period.

 

Accounting for Equity-based Payments

 

We account for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of our common stock and recognized as expense during the period in which services are provided.

 

Comprehensive Income

 

We adopted ASC Topic 220, "Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Items included in Comprehensive loss consist of cancellation of available-for-sale securities and foreign currency translation adjustments.

 

Revenue Recognition

 

The Company recognizes revenue for crude oil sales and gas oil sales, its primary sources of revenue, at an amount that reflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company's policy is to record revenue when, (a) control of the goods (crude oil, gas oil and other petrochemical products) is passed to its customers and (b) the vessels charter (voyages and long term) service is rendered to its independent charterers or Petrogres Co. Limited.

 

8

 

 

Fair Value of Financial Instruments

 

Our financial instruments consist primarily of cash, accounts receivable, accounts payable and accrued expenses, and convertible debt.

 

The carrying amount of cash, accounts receivable, accounts payable and accrued expenses, and convertible debt, as applicable, approximates fair value due to the short-term nature of these items and/or the current interest rates payable in relation to current market conditions.

 

Interest rate risk is the risk that our earnings are subject to fluctuations in interest rates on either investments or on debt. We do not use derivative instruments to moderate exposure to interest rate risk, if any.

 

Financial risk is the risk that our earnings are subject to fluctuations in interest rates or foreign exchange rates. We do not use derivative instruments to moderate exposure to financial risk, if any.

 

Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity (“observable inputs”) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, we primarily use prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). We also consider the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

 

The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

The three hierarchy levels are defined as follows:

 

Level 1 - Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

 

Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

Credit risk adjustments are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company’s own credit risk as observed in the credit default swap market.

 

Effects of Recent Accounting Pronouncements not yet adopted

 

In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This standard affects the accounting for equity instruments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2018. We have evaluated the impact of the adoption of this standard and we do not expect this guidance to have a significant impact on our consolidated financial statements and related disclosures.

 

9

 

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). In January 2018, the FASB issued ASU 2018-01, which provides additional implementation guidance on the previously issued ASU 2016-02. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. We have evaluated the impact on the consolidated financial statements which is immaterial.

 

In January 2017, the FASB issued ASU 2017-01, “ Business Combinations (Topic 805): Clarifying the Definition of a Business.” These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments should be applied prospectively as of the beginning of the period of adoption. We have evaluated the impact of the adoption of this standard and we do not expect this guidance to have a significant impact on our consolidated financial statements and related disclosures.

 

 

Note 3 - Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of trade accounts receivables. Concentrations of credit risk with respect to trade receivables are limited due to the short payment terms dictated by the industry and operating environment. As of March 31, 2019 and December 31, 2018, management is of the opinion that the Company had no significant concentrations of credit risk, except as disclosed in Note 7.

 

 

Note 4 - Vessels and other fixed assets, net

 

Vessels and other fixed assets, net consisted of the following as of March 31, 2019 and December 31, 2018:

 

                   

Estimated useful

 
   

March 31, 2019

   

December 31, 2018

   

Life (in years)

 

Marine vessels

  $ 10,171,930     $ 10,171,930       10  

Furniture and equipment

    203,290       189,848       10  

Accumulated depreciation

    (6,108,154 )     (5,910,872 )        

Vessels and other fixed assets, net

  $ 4,267,066     $ 4,450,906          

 

Depreciation for the three months ended March 31, 2019 and March 31, 2018, was $197,280 and $227,619, respectively.

  

 

Note 5 - Preferred stock

 

On July 14, 2017, Christos Traios, our President, Chief Executive Officer and sole Director approved a resolution authorizing the establishment of Series A Preferred Stock (“Series A”). The Series A Preferred Stock consists of 100 shares in total with a re-designated par value of $100 per share. The holder(s) of the Series A shares have rights as a class to a number of votes equal to two (2) times the sum of: (i) the total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the shareholders; plus (ii) the number of shares of Preferred Stock issued and outstanding of any other class that has voting rights, if any. These voting rights may be exercised for any matter requiring shareholder approval by vote or consent, and may, if required, permit a number of votes in excess of the total number of shares authorized. The holders of the Series A are not entitled to convert the Series A shares into shares of Common Stock or any other class of the Company’s stock. The Series A shares are not be entitled to dividends, but, in the event of liquidation, dissolution or winding up of the Comany, either voluntary or involuntary, the holders of the Series A shares would be entitled to receive out of the assets of the Company, prior to and in preference to any distribution of the assets or surplus funds of the Company to the holders of any other class of preferred stock or the Common Stock, the amount of One Hundred Dollars ($100) per share, and will not be entitled to receive any portion of the remaining assets of the Company except by reason of ownership of shares of any other class of the Company’s stock. The Series A shares are not subject to redemption by the Company.

 

On October 6, 2017, the Company issued the above 100 Series A shares of Preferred stock to Christos Traios, our President, Chief Executive Officer and sole Director as provided in his employment agreement.

 

On July 9, 2018, the Company filed the Amendment to the Company's Certificate of Incorporation with the Delaware Secretary of State to, among other things, reduce the number of authorized shares of Preferred Stock from 10,000,000 to 1,000,000. The Amendment took effect on July 18, 2018. There was no change in the par value of the Company's Preferred Stock.

 

10

 

 

 

Note 6 - Related party transactions

 

Officer's compensation

 

During the three months ended March 31, 2019 and March 31, 2018, the Company recorded officers’ compensation of $45,000 and $60,000, respectively. For the period ended March 31, 2019, $7,129 was paid and the remaining amount was accrued and included in Amounts Due to Related Party on the Consolidated Balance Sheets as of March 31, 2019.

 

Revolving Line of Credit

 

On October 31, 2018, Christos P. Traios, notified the Company that he was terminating the Revolving Line of Credit Agreement dated July 13, 2017 (the “Credit Agreement”) pursuant to which Mr. Traios provided a revolving line of credit in the principal amount of up to $1,000,000 to the Company. As such, no further advances have been made under the Credit Agreement and existing advances in principal amount of $148,900 under the Line of Credit Note issued in connection with the Credit Agreement will become due upon the current maturity date, July 13, 2019.

 

The Company accounts for this agreement under ASC 808-10, Collaborative Agreements, and has recognized the portion of revenues and expenses attributed to the Company.

 

During the three months ended March 31, 2019, the Company recognized revenues totaling $1,917,178 from sales of crude oil to Platon Gas Oil Ghana Limited (“PGO”).  These revenues are not subject to the Company’s collaborative arrangement with PGO and are those solely of the Company.  No other costs related to the collaborative arrangement have been incurred directly by the Company and a formal accounting to determine profit or loss has not yet occurred.  

 

The table below presents the movement of the amounts due to Christos Traios during the three months ended March 31, 2019:

 

Amounts due to related party December 31, 2018

  $ 1,176,863  

Wages accrued to Christos Traios

    45,000  

Wages paid to Christos Traios, in cash

    (7,129 )

Amount due from Christos Traios

    (1,437 )

Amounts due to related party March 31, 2019

  $ 1,213,297  

 

 

Note 7 - Revenue Concentrations

 

The Company sells to commercial customers in foreign markets. The following is a summary of customers who accounted for more than five percent (5%) of the Company’s revenues for the periods ended March 31, 2019 and 2018:

 

Customer

 

March 31, 2019

   

March 31, 2018

 

A

    94 %     85 %

B

    *       7 %

C

    6 %     *  

 

The following is a summary of customers who accounted for more than five percent (5%) of the Company’s accounts receivable for the periods ended March 31, 2019 and December 31, 2018:

 

Customer

 

March 31, 2019

   

December 31, 2018

 

A

    61 %     63 %

B

    15 %     16 %

C

    6 %     6 %

D

    5 %     5 %

E

    5 %     *  

 

 

Note 8 – Subsequent Events

 

On April 1, 2019, Petrogress Int’l LLC and Petrogres Co. Limited entered into a merger agreement, pursuant to which Petrogres Co. Limited was merged with and into Petrogress Int’l LLC, which survived the merger. The merger became effective April 23, 2019 .

 

11

 

 

As of April 24, 2019, Petrogress, Inc., Petrogress Int’l LLC and Christos P. Traios agreed on an amendment to the Securities Purchase Agreement dated effective as of September 30, 2017 between Petrogress Int’l LLC and Christos P. Traios, pursuant to which the Company purchased its interest in Petrogres Africa Company Limited. The amendment adjusts the aggregate purchase price to $900,000, which is to be paid to Mr. Traios on or before October 23, 2019. In the event that the purchase price is not paid in full by the payment date, any outstanding and unpaid amount of the purchase price is convertible at the option of Mr. Traios, in whole or in part, into shares of Common Stock at a conversion price equal to 65% of the lowest trading price during the 10 trading days. Notwithstanding the foregoing, the conversion rights are capped at 3,500,000 shares of Common Stock (as such number may be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Petrogress).

 

 

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Overview of Business

 

Petrogress, Inc. was incorporated on February 10, 2010 under the laws of the State of Florida as 800 Commerce, Inc. for the purpose of marketing credit card processing services on behalf of merchant payment processing service providers. On February 29, 2016, 800 Commerce entered into an Agreement concerning the Exchange of Securities with Petrogres Co. Limited, a Marshall Islands corporation, and its sole shareholder, Christos Traios. 800 Commerce issued 136,000,000 shares of restricted Common Stock, representing approximately 85% of the post-transaction issued and outstanding shares, to Mr. Traios in exchange for 100% of the shares of Petrogres Co. Limited.

 

800 Commerce's acquisition of Petrogres Co. Limited effected a change in control and was accounted for as a "reverse acquisition" whereby Petrogres Co. Limited was the acquirer for financial statement purposes. Accordingly, the historical financial statements of 800 Commerce are those of Petrogres Co. Limited and its subsidiaries from their respective inception and those of the consolidated entity subsequent to the February 29, 2016 transaction date. In connection with the transaction, Mr. Traios was appointed as a director of the Company, and it amended its constituent documents to increase its authorized capital to 490,000,000 shares of Common Stock, par value $0.001, and 10,000,000 preferred shares, par value $0.001.

 

On March 9, 2016, the Company's Board of Directors approved an amendment to the Articles of Incorporation to change the name of the Company to Petrogress, Inc. On March 15, 2016, Mr. Traios was appointed Chief Executive Officer. On November 16, 2016, Petrogress filed Articles of Merger and Plan of Merger in Florida and Delaware to change the Company's domicile by merging with and into a Delaware corporation formed solely for the purpose of effecting the change of domicile. The Company's name and capitalization remained the same, and the Certificate of Incorporation and Bylaws of the Delaware corporation are the constituent documents of the surviving corporation.

 

On July 9, 2018, the Company filed an amendment (the "Amendment") to the Company's Certificate of Incorporation with the Delaware Secretary of State to (a) effect a reverse stock split of the Company's Common Stock at a ratio of one-for-100, (b) reduce the number of authorized shares of Common Stock from 490,000,000 to 19,000,000 and (c) reduce the number of authorized shares of Preferred Stock from 10,000,000 to 1,000,000. The Amendment took effect on July 18, 2018. There was no change in the par value of the Company's Common Stock or Preferred Stock.

 

The Company currently operates as a fully integrated international merchant of petroleum products, focused on the supply and trade of light petroleum fuel oil (LPFO), refined oil products and other petrochemical products to local refineries in West Africa and Mediterranean countries. The Company operates as a holding company and provides its services primarily through its wholly-owned and majority-owned subsidiaries: Petrogres Co. Limited, which provides management of crude oil purchases and sales; Petronav Carriers LLC, which manages day-to-day operations of our tanker fleet, currently consisting of four vessels; Petrogress Int'l LLC, which is a holding company for subsidiaries currently conducting business in Cyprus and Ghana, including a 90% interest in Petrogres Africa Co. Limited, which attends to and services our tanker fleet in Ghana.

 

The Company's management team operates from its principal offices located in Piraeus, Greece.

 

12

 

 

Results of Operations

 

Comparison of Three Months Ended March 31, 2019 and 2018

 

The Company has recognized revenues for the three months ended March 31, 2019 and 2018, as follows:

 

   

Three Months Ended March 31,

 
   

2019

   

2018

 

Crude oil net sales

  $ 1,917,178     $ 2,173,264  

Gas oil net sales

    -       332,000  

Hire-Freights

    194,500       -  

Other

    11,000       60,000  

Totals

  $ 2,122,678     $ 2,565,264  

 

Total revenues for the three months ended March 31, 2019, decreased by $442,586 or approximately 17%. The decrease in sales revenue for the three months ended March 31, 2019 resulted from the lack of sales of Gas Oil to third parties. Consequently, inventories as at March 31, 2019 and 2018 were $1,218,524 and $417,135, respectively, an increase of $801,389 or approximately 192%.

 

Directly related to our sales activity and volumes, we experienced the following cost of sales amounts for the three months ended March 31, 2019 and 2018: 

 

   

Three Months Ended March 31,

 
   

2019

   

2018

 

Crude oil purchase cost

  $ 1,165,752     $ 1,072,221  

Gas oil purchase cost

    -       294,000  

Shipping expenses

    -       40,316  

Totals

  $ 1,165,752     $ 1,406,537  

 

Selling, general and administrative expenses for the three months ended March 31, 2019 and 2018 were $542,872 and $541,313, respectively.

 

For the three months ended March 31, 2019, the Company experienced net income of $145,259 compared to net income of $113,844 for the three months ended March 31, 2018.

 

Liquidity and Capital Resources

 

At March 31, 2019 and December 31, 2018, the Company had cash and cash equivalents of $1,252,785 and $661,010, with corresponding working capital of $5,906,336 and $5,570,494, respectively.

 

Our need for capital resources is driven by our expansion plans, ongoing maintenance and improvement of our vessels, support of our operational expenses, corporate overhead and expenses associated with SEC regulatory compliance.

 

Since the reverse acquisition of Petrogres Co. Limited on February 29, 2016, the Company's principal sources of cash are (a) net cash provided from operating subsidiaries activities, which includes the sale and shipment of petroleum products, and (b) cash contributed to the Company by Christos Traios, our President, Chief Executive Officer, sole Director and controlling stockholder.

 

Management continues to seek the necessary financing for the expansion of Company's operations. Additional funding is expected to be generated through equity financing from the sale of common stock and/or the issuance of debt. If the Company is successful in completing equity financing, existing stockholders will experience dilution of their interest in our Company. Management does not currently have any outside financing arranged and cannot provide investors with any assurance that the Company will be able to raise sufficient funding from the sale of our common stock or debt on acceptable terms to fund our plans to expand the Company's operations.

 

Our intention to expand our operations, increase the oil sales or seek new projects within the energy and shipping industries, however, expansion of existing operations will be subject to the availability of additional financing necessary to support such initiatives.

 

Critical Accounting Policies

 

Our financial statements and related public financial information are based on the application of GAAP. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

13

 

 

Our significant accounting policies are summarized in Note 2 of our accompanying consolidated financial statements. While all of these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates.

 

Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

 

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

 

We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 4 - Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Christos Traios, our Chief Executive Officer and Evangelos Makris, our Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of March 31, 2019, pursuant to Exchange Act Rule 13a-15. Such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company is accumulated and communicated to the appropriate management on a basis that permits timely decisions regarding disclosure. Based upon that evaluation, the Company's principal executive officer concluded that the Company's disclosure controls and procedures as of March 31, 2019 were not effective to provide reasonable assurance that information required to be disclosed in the Company's periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 

Limitations on the Effectiveness of Controls

 

Our disclosure controls and procedures provide our principal executive officer and principal financial officer with reasonable assurances that our disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also 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 objectives under all potential future conditions.

 

Management is aware that there is a lack of segregation of duties due to the fact that the Company only has one director and one executive officer dealing with general administrative and financial matters. This constitutes a significant deficiency in the internal controls. Management has decided that considering the officer and director involved, the control procedures in place, and the outsourcing of certain financial functions, the risks associated with such lack of segregation were low and the potential benefits of adding additional employees to clearly segregate duties did not justify the expenses associated with such increases. Management periodically reevaluates this situation. In light of the Company's current cash flow situation, the Company does not intend to increase staffing to mitigate the current lack of segregation of duties within the general administrative and financial functions.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal controls over financial reporting during the three months ended March 31, 2019 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

14

 

 

Part II - Other Information

 

Item 1 - Legal Proceedings

 

None.

 

Item 1A - Risk Factors

 

We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3 - Defaults Upon Senior Securities

 

None.

 

Item 4 - Mine Safety Disclosure

 

None.

 

Item 5 - Other Information

 

None.

 

Item 6 - Exhibits

 

The following exhibits are filed with this Quarterly Report on Form 10-Q or are incorporated by reference as described below.

 

Exhibit

Description

10.1 Agreement and Plan of Merger dated April 1, 2019 between Petrogress Int’l LLC and Petrogres Co. Limited*
10.2 Securities Purchase Agreement dated effective as of September 30, 2017 between Christos P. Traios and Petrogress Int’l LLC (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on November 2, 2017)
10.3 Amendment to Securities Purchase Agreement dated effective as of April 24, 2019 among Christos P. Traios, Petrogress, Inc., and Petrogress Int’l LLC*

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350**

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350**

101.1

Interactive data files pursuant to Rule 405 of Regulation S-T*

*

Filed herewith.

**

Furnished herewith

 

SIGNATURES

 

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.

 

May 15, 2019

Petrogress, Inc.

 

 

 

 

 

 

By:

/s/ Christos P. Traios

 

 

Christos P. Traios

 

 

President and Chief Executive Officer (Principal

Executive Officer)

 

 

 

By:

/s/ Evangelos Makris

 

 

Evangelos Makris

 

 

Chief Financial Officer (Principal

Financial and Accounting Officer)

 

 

15

 

 

Exhibit Index

 

Exhibit

Description

10.1 Agreement and Plan of Merger dated April 1, 2019 between Petrogress Int’l LLC and Petrogres Co. Limited*
10.1 Securities Purchase Agreement dated effective as of September 30, 2017 between Christos P. Traios and Petrogress Int’l LLC (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on November 2, 2017)
10.3 Amendment to Securities Purchase Agreement dated effective as of April 24, 2019 among Christos P. Traios, Petrogress, Inc., and Petrogress Int’l LLC*

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. Secti on 1350**

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350**

101.1

Interactive data files pursuant to Rule 405 of Regulation S-T*

*

Filed herewith.

**

Furnished herewith

 

16

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