UNITED ST ATES

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 September 30, 2017

 

[   ]      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 jurisdiction of incorporation of organization)

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

 

757 T hird Avenue, Suite 2110, New York, New York 10017

(Address of principal executive offices)

 

(212) 376-5228

(Registrant ’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Sec tion 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [   ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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, 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

[   ]

(Do not check if a smaller reporting company)

   

Smaller reporting company

[ X ]

   

Emerging growth company

[   ]

 

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 ]

 

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 November 15, 2017 was 177,995,907.

 

 

 

 

Table of Contents

 

 

Page

Part I - Financial Information

 
   

Item 1 - Financial Statements

1

   

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

17
   

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

21

   

Item 4 - Controls and Procedures

21

   

Part II - Other Information

 
   

Item 1 - Legal Proceedings

22

   

It em 1A - Risk Factors

22

   

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

22

   

Item 3 - Defaults Upon Senior Securities

22

   

Item 4 - Mine Safety Disclosures

22

   

Item 5 - Other Information

22

   

Item 6 - Exhibits

22

   

Signatures

23

 

 

 

 

Part I - Financial Information

Item 1 - Financial Statements

 

PETROGRESS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS  

 

   

September 30,

   

December 31,

 
   

2017

   

2016

 
   

(Unaudited)

         

ASSETS

               

Current Assets:

               

Cash and cash equivalents

  $ 1,515,388     $ 362,083  

Accounts receivable

    4,662,282       2,427,668  

Prepaid expenses and other current assets

    2,240,650       1,058,088  

Marketable securities

    26,767       20,940  

Total current assets

    8,445,087       3,868,779  
                 

Property and equipment, net

    5,577,730       5,919,067  
                 

Security deposit

    8,775       8,775  
                 

Total Assets

  $ 14,031,592     $ 9,796,621  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

Current Liabilities:

               

Accounts payable and accrued expenses

  $ 1,321,661     $ 148,269  

Due to related party

    796,645       234,600  

Convertible promissory note

    -       44,887  

Derivative liability

    -       65,499  

Total current liabilities

    2,118,306       493,255  
                 

Commitments and Contingencies

               
                 

Stockholders' Equity:

               

Common stock

    177,995       166,796  

Additional paid-in capital

    9,473,640       8,423,641  

Accumulated comprehensive loss

    15,660       15,660  

Retained earnings

    2,245,991       697,269  

Total stockholders' equity

    11,913,286       9,303,366  
                 

Total liabilities and stockholders' equity

  $ 14,031,592     $ 9,796,621  

 

The financial information presented herein has been prepared by management

without audit by independent certified public accountants.

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

 

1

 

 

Petrogress, Inc. and Subsidiaries

 

Condensed Consolidated Statements of Net Income

 

   

Nine Months Ended September 30,

   

Three Months Ended September 30,

 
   

2017

   

2016

   

2017

   

2016

 
   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

   

(Unaudited)

 
                                 

Revenues

  $ 11,789,592     $ 15,086,277     $ 3,327,407     $ 3,939,605  

Cost of Goods Sold

    5,518,479       10,687,597       1,429,623       2,750,425  
                                 

Gross Profit

    6,271,113       4,398,680       1,897,784       1,189,180  
                                 

Operating expenses

                               

Operating costs

    3,187,209       2,132,373       1,372,109       524,520  

Administration Costs

    1,076,673       1,240,102       231,055       757,353  

Depreciation

    521,404       505,759       172,474       170,882  
                                 

Total operating expenses

    4,785,286       3,878,234       1,775,638       1,452,755  
                                 

Operating income before other expenses and income taxes

    1,485,827       520,446       122,146       (263,575 )
                                 

Other income (expense):

                               

Amortization of Note discount

    -       (48,974 )     -       (29,294 )

Change in fair market value of derivative Liabilities

    65,499       149,514       -       49,768  

Gain on foreign currency exchange and other income

    (2,102 )     -       (4,365 )     -  

Total other income, net

    63,397       100,540       (4.365 )     20,474  
                                 

Income before income Taxes

    1,549,223       620,985       117,781       (243,101 )
                                 

Income tax expense

    -       43,600       -       8.900  
                                 

Net Income

    1,549,223       577,385       117,781       (252,001 )
                                 

Other comprehensive loss, net of tax

                               

Unrealized loss on Marketable securities

    -       (1,140 )     -       (2.280 )
                                 

Comprehensive Income (loss)

  $ 1,549,223     $ 576,245     $ 117,781     $ (254,281 )
                                 

Net income per share

  $ 0.009     $ 0.004     $ 0.001     $ (0.002 )
                                 

Weighted-average number of common shares outstanding

                               

Basic and fully diluted

    177,995,907       159,068,969       177,995,907       159,068,969  
                                 

Schedule of non-cash investing and financial activities:

                               

Reclassification of derivative liability upon repayment of convertible debt

                  $ 65,499     $ 82,651  

Common stock issued for conversion of notes and interest payable

                  $ -     $ 24,732  

Change in fair value for available for sale marketable securities

                  $ 5,827     $ 1,140  

 

The financial information presented herein has been prepared by management

without audit by independent certified public accountants.

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

 

2

 

 

Petrogress, Inc. and Subsidiaries

 

Consolidated Statements of Cash Flows

 

   

Nine Months Ended September 30,

 
   

2017

   

2016

 

 

 

(Unaudited)

   

(Unaudited)

 

Cash Flows from Operating Activities

           

Net income

  $ 1,549,223     $ 577,385  

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

               

Depreciation

    521,404       505,759  

Amortization of discount on convertible notes

    -       35,006  

Non cash interest expense

    -       13,968  

Change in fair value of marketable securities

    (5,827 )        

Net cash acquired in recapitalization

    (501 )     517  

Change in fair value of derivative liabilities

    (65,499 )     (149,514 )

Change in operating assets and liabilities:

               

Decrease (increase) in accounts receivable

    (2,234,614 )     (81,720 )

Decrease (increase) in prepaid Assets

    (1,171,364 )     105,315  

(Decrease) increase in accounts payable and accrued expenses

    1,735,437       (491,149 )
                 

Net cash provided by (used in) operating activities

    328,259       515,567  
                 

Cash Flows from Investing Activities

               

Purchase of property plant and equipment

    (180,067 )     (449,380 )

Payment of Security Deposits

    -       (8,775 )
                 

Net cash (used in) investing activities

    (180,067 )     (458,155 )
                 

Cash Flows from Financing Activities

               
                 

Dividends paid

    -       (1,800,000 )

Contribution of additional paid in capital

    1,049,999       -  

Repayment of convertible note payable

    (44,887 )     -  

Net cash used in financing activities

    1,005,112       (1,800,000 )
                 

Net Increase (Decrease) in Cash and Cash equivalents

    1,153,304       (1,742,588 )
                 

Cash and cash equivalents, Beginning of Period

    362,083       1,882,305  
                 

Cash and cash equivalents, End of Period

  $ 1,515,388     $ 139,717  
                 

Supplemental Disclosure of cash flow information:

               
                 

Schedule of non-cash investing and financing activities:

               

Reclassification of derivative liability upon Repayment of convertible debt

  $ 65,499     $ 82,651  

Common stock issued for conversion of notes and interest payable

  $ -     $ 24,732  

Change in fair value for available for sale marketable securities

  $ 5,827     $ 1,140  

 

The financial information presented herein has been prepared by management

without audit by independent certified public accountants.

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

 

3

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note A - Background and Description of Business

 

Petrogress, Inc. (the “Company” or “Petrogress”) was incorporated on February 10, 2010 under the laws of the State of Florida as 800 Commerce, Inc. (“800 Commerce”) and was formed 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 a Securities Exchange Agreement with Petrogres Co. Limited (“Petrogres”), a Marshall Islands corporation, and its sole shareholder, Christos P. Traios, a Greek citizen. The Company 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. 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.

 

The Company’s acquisition of Petrogres effected a change in control and was accounted for as a ”reverse acquisition” whereby Petrogres was the acquiror for financial statement purposes. Accordingly, the historical financial statements of the Company are those of Petrogres 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, the Company ’s Board of Directors approved an amendment to the Company’s Articles of Incorporation to change the Company’s name to Petrogress, Inc. On February 29, 2016, Mr. Traios was appointed Chief Executive Officer. On November 16, 2016, the Company 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’s name and capitalization remained the same, and the Articles of Incorporation and Bylaws of the Delaware corporation are the constituent documents of the surviving corporation.

 

Petrogress 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 primarily as a holding company and provides its services through four wholly-owned subsidiaries: Petrogres Co. Limited, which provides management of crude oil purchases and sales; Petronav Carriers LLC, which manages day-to-day operations of its beneficially-owned 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; and Petrogress Oil & Gas Energy Inc., which is primarily focused on purchasing interests in oil fields in Texas and exporting liquefied natural gas. The Company’s management team operates from its principal offices located in Piraeus, Greece.

 

Note B - Preparation of Financial Statements

 

The Company follows the accrual basis of accounting in accordan ce with generally accepted accounting principles and has elected a year-end of December 31.

 

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “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 of 1933 as amended (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.

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

4

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note B - Preparation of Financial Statements - Continued

 

Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

 

For segment reporting purposes, the Company and its subsidiaries operated in only one industry segment during the periods represented in the accompanying financial statements and makes all operating decisions and allocates resources based on the best interests of the Company as a whole.

 

During interim periods, the Company follows the accounting policies set forth in its annual audited financial statements filed with the U. S. Securities and Exchange Commission on its Form 10-K for the year ended December 31, 2016. The information presented within these interim financial statements may not include all disclosures required by accounting principles generally accepted in the United States of America and the users of financial information provided for interim periods should refer to the annual financial information and footnotes when reviewing the interim financial results presented herein.

 

In the opinion of management, the accompanying interim financial statements, prepared in accordance with the U. S. Securities and Exchange Commission’s instructions for Form 10-Q, are unaudited and contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations and cash flows of the Company for the respective interim periods presented. The current period results of operations are not necessarily indicative of results which ultimately will be reported for the full fiscal year ending December 31, 2017.

 

The accompanying consolidated financial statements, as of and for the periods ended September 30, 2017 and 2016, respectively and as appropriate, contain the accounts of the Company and its wholly- or majority-owned (directly and indirectly) subsidiaries: Petrogres Co Ltd., Petronav Carriers LLC, Shiba Ship Management Ltd., Danae Marine Ltd., Invictus Marine S. A. and Entus Marine Ltd. (all incorporated in the Republic of the Marshall Islands); Petrogress Int’l LLC (a Delaware limited liability company); Petrogres Africa Co., Ltd. (incorporated in the Republic of Ghana) and Petrogress Oil & Gas, Inc. (a Texas corporation). All significant intercompany transactions have been eliminated. The consolidated entities are collectively referred to as the “Company.”

 

Note C - Summary of Significant Accounting Policies

 

1. Cash and cash equivalents

 

The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

 

2. Accounts receivable and revenue recognition

 

The Company, through its subsidiaries, is primarily engaged in the purchase, transport and processing of oil and petroleum products. In the normal course of business, the Company extends unsecured credit to virtually all of its customers which are located principally in Africa. The Company performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral from its customers. Because of the credit risk involved, management has provided an allowance for doubtful accounts which reflects its opinion of amounts which will eventually become uncollectible. In the event of complete non-performance, the maximum exposure to the Company is the recorded amount of trade accounts receivable shown on the balance sheet at the date of non-performance.

 

5

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note C - Summary of Significant Accounting Policies - Continued

 

The Company recognizes revenues after product is delivered to a contracted customer. Product in transit at the end of an accounting period is recorded at an estimated value which is adjusted upon load certification. The Company recognizes revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition. ASC 605 requires that the following four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. The Company recognizes revenue from commissions during the month in which commissions are earned.

 

3. Inventory

 

The Company's inventory, which consists primarily of purchased crude oil in transit on a marine vessel at the respective balance sheet date, is valued at the lower of cost or market using the mark-to-market method of valuation.

 

4. Marketable Securities

 

The Company classifies its mark etable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred. Other investments, if any, that do not have a readily determinable fair value are recorded at amortized cost. For purposes of computing realized gains and losses, the specific identification method is used.

 

5. Property and equipment

 

Property and equipment are recorded at historical cost. These costs are depreciated over the estima ted useful lives of the individual assets using the straight-line method, generally 5 to 10 years.

 

Gains and losses from disposition of property and equipment are recognized as incurred and are included in operations.

 

In accordance with the appropriate s ections of the Fixed Asset topic of the FASB ASC, the Company follows the policy of evaluating all property and equipment as of the end of each reporting quarter. At September 30, 2017 and 2016, respectively, management has not provided any impairment for the future recoverability of these assets.

 

6. Organization costs

 

The Company has adopted the provisions required by the Start-Up Activities topic of the FASB ASC whereby all costs incurred with the incorporation and reorganization of the Company were ch arged to operations as incurred.

 

7. 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 regulato ry taxing authorities for any period prior to January 1, 2012.

 

The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes 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. The Company records 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.

 

6

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note C - Summary of Significant Accounting Policies - Continued

 

ASC 740-10 prescribes a recognition threshold that a tax positio n 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. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not incurred any liability for unrecognized tax benefits, including assessments of penalties and/or interest.

 

The Company measures and records uncertain tax positi ons 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.

 

Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements.

 

Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants).

 

Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date.

 

As of September 30, 2017, the Company does not have any outstanding items which could be deemed to be dilutive. As of September 30, 2016, the Company had potentially dilutive securities related to the Company’s outstanding convertible debt that could have potentially converted into approximately 6,018,760 shares of common stock.

 

9. Accounting for Stock-based Compensation

 

The Company accounts 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 per formance 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 the Company’s common stock and recognized as expense during the period in which services are provided.

 

10. Comprehensive Income

 

The Company has adopted ASC Topic 220, "Comprehensive Income." This statement establishes standards for reporting comprehe nsive 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 the Company’s comprehensive loss consist of unrealized losses on available-for-sale securities.

 

11. New and Pending Accounting Pronouncements

 

The Company is of the opinion that any and all other pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a signifi cant impact on the Company's financial position or results of operations.

 

7

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note D - Concentrations of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade accounts receivables. The Company places its temporary cash investments with financial institutions and limits the amount of credit exposure to any one financial institution. 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 September 30, 2017, and December 31, 2016, management is of the opinion that the Company had no significant concentrations of credit risk.

 

Note E - Fair Value of Financial Instruments

 

The Company's financial instruments consist primarily of cash, accounts receivable, inventory, marketable securities, accounts payable and accrued expenses, and convertible debt.

 

The carrying amount of cash, accounts receivable, inventory, 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.

 

Marketable securities are adjusted to fair value each balance sheet date, based on quoted prices; which are considered level 1 inputs. The Company ’s derivative liability is valued using the level 3 inputs. The estimated fair value is not necessarily indicative of the amounts the Company would realize in a current market exchange or from future earnings or cash flows.

 

Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.

 

Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its 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, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). The Company also considers 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 cl assified 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 measure ment 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;

 

8

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note E - Fair Value of Financial Instruments - Continued

 

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

 

Cr edit 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.

 

The following table represents the Company’s financial instruments that are measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016, respectively, for each fair value hierarchy level:

 

 

 

Derivative

Liability

   

Marketable

Securities

   

Total

 
September 30, 2017                        

Level I

  $ -     $ 26,767     $ 26,767  

Level II

  $ -     $ -     $ -  

Level III

  $ -     $ -     $ -  
                         

December 31, 2016

                       

Level I

  $ -     $ 20,940     $ 20,940  

Level II

  $ -     $ -     $ -  

Level III

  $ 65,499     $ -     $ 65,499  

 

Note F - Property and Equipment

 

Property and equipment consist of the following components:

 

September 30,

   

December 31,

   

Estimated

 
   

2017

   

2016

   

useful life (in years)

 

Marine vessels

  $ 10,171,930     $ 9,999,380       10    

Furniture and equipment

    116,808       89,328      5 - 10  
      10,288,738       10,888,708            

Accumulated depreciation

    (4,711,008 )     (4,169,641 )          

Net property and equipment

  $ 5,577,730     $ 5,919,067            

 

Total depreciation expense charged to operations for the nine month periods ended September 30, 2017 and 2016, respectively, was approximately $521,404 and $505,759. Total depreciation expense for the year ended December 31, 2016 was approximately $676,328.

 

9

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note G - Income Taxes

 

The components of income tax (benefit) expense for the each of the nine month periods ended September 30, 2017 and 2016, respectively, are as follows:

 

   

Nine months

ended

September 30,

2017

   

Nine months

ended

September 30,

2016

 

Federal:

               

Domestic – current

  $ -     $ -  

Foreign – current

    -       34,700  

Deferred

    -       -  
      -       34,700  
                 

State:

               

Current

    -       -  

Deferred

    -       34,700  
                 

Total

  $ -     $ 34,700  

 

Note H - Convertible Notes Payable

 

On May 1, 2015, the Company entered into a Convertible Promissory Note with LG Capital Funding LLC in the amount of $21,500 and on May 26, 2015, entered into a Convertible Promissory Note with Crown Bridge Partners LLC in the amount of $24,000. On December 9, 2015, both of these notes were acquired by Mammoth Corporation and restructured to the principal amount of $31,259 and $38,280, respectively. The notes had a scheduled maturity of September 9, 2016.

 

Each note was non-interest bearing and contained a conversion feature, at the option of the holder, whereby the principal amount and any accrued interest, if any, could be converted to common stock of the Company at a conversion price of 54% of the lowest closing price for the Company’s common stock during the 20 trading days preceding the date of the conversion notice.

 

The Company tendered a cash payment of approximately $44,887 as payment in full on the outstanding principal and accrued interest, if any, on July 3, 2017. Mammoth Corporation i nitially rejected the tender, but later accepted a settlement of 1.2 million shares and payment of $26,767. Given the timing of this debt retirement in relation to the date of the accompanying financial statements, the underlying derivative was effectively retired as of June 30, 2017.

 

The Company determined that the conversion feature of the Mammoth Notes represent an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Mammoth Notes were not considered to be conventional debt under EITF 00-19 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments being recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note. Such discount is being amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the liability for derivative contracts are recorded in other income or expenses in the consolidated statements of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet. The embedded feature included in the Mammoth Notes resulted in a debt discount of $48,975 on the date the Mammoth Notes were assumed and a derivative liability of $300,321.

 

10

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note H - Convertible Notes Payable

 

     A summary of the derivative liability of the Mammoth Notes as of September 30, 2017 and December 31, 2016, is as follows:

 

September 30, 2017

 

Balance assumed

  $ 300,321  

Reduction for conversion in prior periods

    (82,652 )

Fair value changes over time

    (152,170 )

Cancellation due to debt retirement in cash

    (65,499 )
         

Balance at September 30, 2017

  $ -  

 

December 31, 2016

 

Balance assumed

  $ 300,321  

Reduction for conversion in prior periods

    (82,652 )

Fair value changes over time

    (152,170 )
         

Balance at December 31, 2016

  $ 65,499  

 

The fair value at the assumption and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of September 30, 2017 and December 31, 2o16, respectively:

 

    Assumption date    

Remeasurement date

 
September 30, 2017
           

Expected dividends

  $-0-     $-0-  

Expected volatility

  363%     366%  

Expected term in months

  6     3  

Risk yield

  0.49%     0.28%  
             

December 31, 2016

           

Expected dividends

  $-0-     $-0-  

Expected volatility

  363%     366%  

Expected term in months

  6     3  

Risk yield

  0.49%     0.28%  

 

A summary of the convertible notes payable balance as of September 30, 2017 and December 31, 2016 is as follows:

 

Assumed balance

  $ 69,619  

Conversion of debt in March and April 2016

    (24,732 )
         

Balance at December 31, 2016

    44,887  

Activity through June 30, 2017

    -0-  
         

Balance at June 30, 2017

    44,887  

Payment in cash on July 3, 2017

    (44,887 )
         

Balance at September 30, 2017

  $ -0-  

 

Note I - Note Payable to Stockholder

 

In conjunction with the aforementioned change-in-control transaction on February 29, 2016, the Company and its current controlling stockholder, Christos Traios, recognized that sufficient working capital would be required for the foreseeable future to support the operations of the parent holding company, including the maintenance of the corporate entity and compliance with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.

 

11

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note I - Note Payable to Stockholder - Continued

 

For the period February 29, 2016 through July 13, 2017, this arrangement was undocumented and informal. On July 13, 2017, the Company issued a $1,000,000 Revolving Line of Credit Note (the “LOC Note”) in favor of the Company’s principal stockholder and sole officer/director, Christos Traios. As previously mentioned, Mr. Traios has agreed to provide the Company with additional working capital as required from time-to-time to support its operations, and the LOC Note formalizes that commitment and confirms amounts previously advanced under an informal agreement between Mr. Traios and the Company.

 

The LOC Note bears interest payable on the outstanding principal at eight percent (8%) per annum. The principal and any accrued but unpaid interest on the LOC Note is due and payable on or before July 13, 2018. At the maturity date, provided that the Company is not in default, the Company, at the Company’s option may extend and renew the LOC Note for additional terms of twelve (12) months, with a new effective and maturity date assigned for each successive extension and renewal.

 

Interest is due and payable every six (6) months and on the Maturity Date, and each successive iteration of such dates upon extension and renewal thereafter. The principal amount of the LOC Note may be prepaid by the Company, in whole or in part, without penalty, at any time.

 

Upon the interest due date or maturity date, or any of them, regardless of any event of default, the LOC Note holder may demand payment of any or all of the interest due on the principal amount by delivery of a number of common shares converted at a rate of $0.001 per share. There is no provision for any of the principal to be repaid in common stock of the Company. Except in the event of a default, in no instance may the LOC Note holder convert amounts due for accrued interest to the extent that said repayment in common stock will cause the Company to issue a number of shares constituting ten percent (10%) or more of the Company’s then issued and outstanding common shares.

 

In consideration of Lender's extending the Credit Line to the Company, the Company agreed to issue to Mr. Traios a Warrant (the "Warrant") to purchase 15,000,000 shares of the Company’s common stock at an exercise price of $0.05 for a period of five years. The Warrant will provide for cashless exercise privileges, and be transferrable or assignable at the Holder’s option, with the Company’s approval.

 

A dvances from Christos Traios from inception, including activity on the LOC Note, is as follows:

 

Balance at February 29, 2016

  $ -  

Net changes during the period

    134,600  
         

Balance at December 31, 2016

    662,045  

Net changes during the period

    236,945  
         

Balance at September 30, 2017

  $ 796,645  

 

Note J - Common Stock Transactions

 

On November 16, 2016, the Company filed Articles of Merger and Plan of Merger with the State of Florida and the State of Delaware to change the Company’s domicile from Florida to Delaware by means of a merger with and into a Delaware corporation formed solely for the purpose of effecting the reincorporation. The Articles of Incorporation and Bylaws of the Delaware corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation maintained the Company’s corporate name of Petrogress, Inc. and modified the Company’s capital structure to allow for the issuance of up to 490,000,000 shares of $0.001 par value common stock and up to 10,000,000 shares of $0.001 par value preferred stock. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented.

 

Effective February 29, 2016, the Company issued 1,101,642 shares of the Company’s common stock to Agritek Holdings, Inc. pursuant to a Debt Settlement Agreement in full settlement of the amount owed to Agritek of $283,547.

 

12

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note J - Common Stock Transactions - Continued

 

Upon completion of the Securities Exchange Agreement on February 29, 2016 between the Company and Petrogres, the Company issued to Christos P. Traios, the sole Petrogres shareholder, 136,000,000 shares of common stock in exchange for one hundred percent (100%) of the issued and outstanding share capital of Petrogres.

 

On April 11, 2016, the Company issued 6,800,000 shares of common stock to Mammoth upon the conversion of $22,032 of principal at a conversion price of $0.00324 per share.

 

On September 19, 2017, the Company issued 1,200,000 shares of common stock to Mammoth upon the conversion of the balance of principal at a conversion price of .02 per share. This transactio n and a cash payment of $26,767, retired the Mammoth debt.

 

On September 20, 2017, the Company issued 10,000,000 shares of common stock to Charles L. Stidham as compensation for past and future services to Petrogress Oil & Gas, Inc. These share considerat ion and the agreement with Mr. Stidham were disclosed in a Form S-8 registration statement effective September 22, 2017.

 

Note K - Preferred Stock

 

The Company is authorized to issue up to 10,000,000 shares of preferred stock, $0.001 par value. As of September 30, 2017, there were 100 shares of preferred stock issued and outstanding.

 

On July 14, 2017, the Company ’s Board of Directors approved a resolution authorizing the establishment of Series A Preferred Stock. The Series A Preferred Stock consists of 100 shares in total with a re-designated par value of $100.00 per share; all of these shares were issued to Christos P. Traios, our sole director, President and Chief Executive Officer as provided in his employment agreement. The holder(s) of the Series A shares has/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 holder(s) of the Series A shares is/are not entitled to convert the Series A shares to shares of Common Stock or any other class of the Corporation’s stock. The Series A shares shall not be entitled to dividends, but, in the event of liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holder(s) of the Series A shares will be entitled to receive out of the assets of the Corporation, prior to and in preference to any distribution of the assets or surplus funds of the Corporation to the holders of any other class of preferred stock or the Common Stock, the amount of One Hundred Dollars ($100.00) 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.

 

13

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note L - Common Stock Warrants

 

The Company has issued an aggregate 15,000,000 warrants to purchase an equivalent number of shares of common stock at a price of $0.05 per share as a component of the July 13, 2017 Revolving Line of Credit Agreement by and between the Company and Christos Traios, the Company’s Chief Executive Officer.

 

   

Number of

Warrant

Shares

   

Weighted

Average

Price

 

Balance at January 1, 2017

    -     $ 0.00  
                 

Issued

    -          

Exercised

    -          

Cancelled

    -          
                 

Balance at September 30, 2017

    -     $ 0.00  
                 

Issued on July 13,2017 as a component of the Revolving Line of Credit Agreement with stockholder

    15,000,000     $ 0.05  

Exercised

    -          

Expired

    -       -  
                 

Balance at September 30 , 2017

    15,000,000     $ 0.05  

 

As of September 30 , 2017, the warrants are accounted for as follows:

 

   

# warrants

   

exercise price

 
      15,000,000     $ 0.05  
      15,000,000     $ 0.05  

 

   

# warrants

   

expiring in

 
      15,000,000       2022  

 

Note M - Officer Compensation

 

On April 1, 2016, the Company entered into an Employment Agreement (“Employment Agreement”) between Christos P. Traios, Piraeus, Greece (“Executive”) and the Company.

 

The Company agreed to employ the Executive to perform managerial and executive functions for the Company and the Executive agreed to perform such services on the terms and conditions defined in the Employment Agreement, subject to the directives of the Company’s Board of Directors. The term of this Employment Agreement commenced on April 1, 2016 and terminates on March 31, 2021, provided, however, that the Employment Agreement shall automatically renew on a year-to-year basis unless terminated by either party via written notice at least four (4) months prior written notice during any given year, unless terminated as provided for in the Employment Agreement.

 

The Executive is entitled to receive:

 

(a)     Base Salary at an annual rate of U.S. $120,000.00. The Base Salary will be payable in monthly installments of U.S.$10,000 on the 1st day of each calendar month, commencing on the starting date of the Employment Agreement.

 

14

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note M - Officer Compensation - Continued

 

(b)     Shares of Preferred stock with super-voting rights, which he shall hold until the parties, either of them, terminate the Employment Agreement.

 

(c)     An expense allowance of U.S.$5,000 per month. Any expenses in excess of that amount require the prior approval of the Company’s Board of Directors.

 

(d)     The Executive is also be eligible to participate in any future bonus, profit sharing and/or ESOP plans approved and enacted by the Company’s Board of Directors on the same basis with all other senior executives of the Company, subject to the terms thereof.

 

(e)     The Executive is also entitled to receive any other normal and ordinary benefits offered by the Company on a basis equal to any other senior executive(s) of the Company.

 

The Employment Agreement may be terminated as follows: (a) at any time by the mutual written consent of the Executive and the Company; (b) at any time for cause (as defined in the Employment Agreement) by the Company upon written notice to the Executive; (c) upon the Executive’s death or upon the Executive’s permanent disability (as defined in the Employment Agreement) continuing for a period of ninety (90) days; (d) at any time by the Executive with sixty (60) days written notice of intent to terminate to the Company; or (e) at any time without cause (as defined in the Employment Agreement) by the Company upon written notice to the Executive of not less than thirty (30) days, subject to the caveats that the Company will pay the Executive the Executive’s Base Salary for a period of six (6) months as severance pay and shall pay any unpaid bonus and benefits in each case through the effective date of termination.

 

During the nine months ended September 30, 2017 and the year ended December 31, 2016, the Company paid or accrued approximately $90,000 and $100,000 pursuant to this Employment Agreement.

 

Note N - Rental Commitments

 

The Company leases office and other facilities benefitting the Company on long-term operating leases, as follows:

 

Office space in Piraeus, Greece for monthly rent of €2,500 (approximately US$2,942 at August 1, 2017). The lease, as amended, expires on May 31, 2018. The Company believes that this office space is adequate for its operations at the present time.

 

Effective June 13, 2016, the Company entered into a thirteen (13) month lease, with extension periods, for a corporate apartment in New York City, to be used by the Company’s Chief Executive Officer during his travel to New York. Mr. Traios spends approximately 35% of his time in New York on business matters. The monthly rental is for $4,100 through July 12, 2018.

 

Effective October 1, 2016, the Company entered into a one-year Office Services Agreement, with renewal provisions, for office space and other services for a total base monthly fee of $2,800. The Company utilizes the New York office space for administrative purposes.

 

Future minimum rental payments on the above leases are as follows:

 

Year ended

December 31,

   

Amount

 
           

2017

    $ 21,126  

2018

      41,360  
           

Totals

    $ 62,486  

 

For the nine months ended September 30, 2017 and the year ended December 31, 2016, respectively, the Company paid an aggregate of $100,254 and $88,181 for rent under these agreements.

 

15

 

 

Petrogress, Inc. and Subsidiaries

Notes to Consolidated Financial Statements - Continued

September 30, 2017 and December 31, 2016

 

Note O - Related Party Transactions

 

The Company has accounts receivable from affiliated entities of approximately $452,879 and $-0-at September 30, 2017 and December 31, 2016, respectively.

 

On September 26, 2017, the Company purchased 100% of the units of Petrogress Int ’l LLC, a Delaware limited liability company formed in 2016 (“PIL”), from Christos P. Traios, its CEO and Chairman. The purchase price was $1.00. PIL was formed and capitalized by Mr. Traios individually for the purpose of pursuing speculative business in Africa and elsewhere. Certain of this business, including the acquisition of an interest in the Port of Limassol, Cyprus; a joint venture to acquire an interest in a Libyan refinery project; and certain business prospects in Ghana, had sufficiently developed such that they were suitable prospects for the Company. PIL was acquired as a special purpose vehicle, and the Company’s business in Africa and the eastern Mediterranean will be effected through it; its results are consolidated with and reported on the Company’s financial statements.

 

Effective September 30, 2017, PIL purchased 90% of the shares of Petrogres Africa Co., Ltd., a limited company formed in late 2016, under The Companies Act in Ghana (“PAF”). The purchase price was $1.00. The remaining 10% of PAF is owned by unaffiliated Ghanian citizens. PAF has been granted a license to operate as a shipper in the Port of Tema, Greater Accra, and will bid to operate an offshore oil production platform in the Saltpond field, along with certain other oil and gas concessions. PAF was acquired by PIL as a special purpose vehicle to pursue these interests in Ghana; its results area consolidated with and reported on the Company’s financial statements.

 

Note P - Revenue Concentrations

 

The Company sells to commercial customers in foreign markets. The following table shows the Company ’s gross revenue composition:

 

Foreign

Commercial

 

Nine months ended

Sept. 30, 2017

   

Nine mont hs ended

Sept. 30, 2016

   

Year ended

Dec. 31, 2016

   

Accounts Receivable Balance at Sept. 30, 2017

 
                                 

A

    51.60 %     -       -     $ 1,989,051  

B

    14.20 %     16,00 %     20.60 %     685,264  

C

    -       2.00 %     1.77 %     100,433  

D

    -       25.60 %     25.44 %     280,875  

E

    -       8.80 %     7.38 %     92,000  

F

    -       25.80 %     21.56 %     93,980  

Subtotal

    65.80 %     78.20 %     76.75 %     3,241,603  

Others

    34.20 %     21.80 %     23.25 %     967,800  

Totals

    100.00 %     100.0 %     100.0 %   $ 4,209,403  

 

Note Q - Subsequent Events

 

Management has evaluated all other activity of the Company through the issue date of the financial statements and concluded that, except as disclosed in the appropriate notes listed above, no other subsequent events have occurred that would require recognition in the accompanying financial statements or disclosure in the Notes to Consolidated Financial Statements as of the date of this filing.

 

16

 

 

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

 

Caution Regarding Forward-Looking Information

 

All statements in this Quarterly Report on Form 10-Q that are not representations of historical fact are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. The disclosure and analysis set forth in this Quarterly Report on Form 10-Q 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.

 

There are a variety of factors, many of which are beyond our control, which affect our operations, performance, business strategy and results and could cause actual reported results and performance to differ materially from the performance and expectations expressed in these forward-looking statements. These factors include, but are not limited to, such matters as:

future operating or financial results and future revenues and expenses;

future, pending or recent business and vessel acquisitio ns, business strategy, areas of possible expansion and expected capital spending and our ability to fund such expenditure;

operating expenses including the availability of key employees, crew, length and number of off-hire days, dry-docking requirements and fuel and insurance costs;

general market conditions and shipping industry trends, including charter rates, vessel values and factors affecting supply and demand of crude oil, petroleum products and LNG;

our financial condition and liquidity, including our ability to make required payments under our credit facilities, comply with our loan covenants and obtain additional financing in the future to fund capital expenditures, acquisitions and other corporate activities;

the overall health and condition of the U.S. and global financial markets, including the value of the U.S. dollar relative to other currencies;

the carrying value of our vessels and the potential for any asset impairments;

our expectations about the time that it may take to construct and deliver new vessels or the useful lives of our vessels;

our continued ability to enter into period time charters with our customers and secure profitable employment for our vessels in the spot market;

the ability and willingness of our counterparties, including our charterers and shipyards, to honor their contractual obligations;

fluctuation of currency exchange and interest rates;

our ability to leverage to our advantage the relationships and reputation of the various operating subsidiaries of Petrogress, Inc. within the shipping industry;

our anticipated general and administrative expenses;

environmental and regulatory conditions, including changes in laws and regulations or actions taken by regulatory authorities;

risks inherent in vessel operation, including terrorism, piracy and discharge of pollutants;

potential liability from future litigation;

global and regional political conditions;

tanker, product carrier and LNG carrier supply and demand; and

other factors discussed in the “Risk Factors” described in our most recently filed Form 10-K.

 

We caution that the forward-looking statements included in this Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q 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 thi s Quarterly Report on Form 10-Q, 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.

 

17

 

 

Overview of Business

 

Petrogress, Inc. (the “ Company” or “Petrogress”) was incorporated on February 10, 2010 under the laws of the State of Florida as 800 Commerce, Inc. (“800 Commerce”) and was formed 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 a Securities Exchange Agreement with Petrogres Co. Limited (“Petrogres”), a Marshall Islands corporation, and its sole shareholder, Christos P. Traios, a Greek citizen. The Company 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. In connection with the transaction, Mr. Traios was appointed as a director and the Company, and it amended its constituent documents to increase its authorized capital to 490,000,000 common shares, par value $.001, and 10,000,000 preferred shares, par value $.001.

 

The Company’s acquisition of Petrogres effected a change in control and was accounted for as a “reverse acquisition” whereby Petrogres was the acquirer for financial statement purposes. Accordingly, the historical financial statements of the Company are those of Petrogres 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, the Company ’s Board of Directors approved an amendment to the Company’s Articles of Incorporation to change the Company’s name to Petrogress, Inc. On February 29, 2016, Christos P. Traios was appointed Chief Executive Officer. On November 16, 2016, the Company 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’s name and capitalization remained the same, and the Articles of Incorporation and Bylaws of the Delaware corporation are the constituent documents of the surviving corporation.

 

Petrogress operates as a fully in tegrated 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 primarily as a holding company and provides its services through several wholly- or 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 its beneficially-owned affiliated tanker fleet, currently consisting of four vessels, each owned by a separate corporation; Petrogress Int’l, LLC, which conducts business in Africa and the eastern Mediterranean through its ownership of Petrogres Africa Co., Ltd and PG Cypyard & Offshore Service Terminal Ltd.; and Petrogress Oil & Gas Energy Inc., which is primarily focused on purchasing interests in oil fields in Texas and exporting liquefied natural gas. The Company’s management team operates from its principal offices located in Piraeus, Greece.

 

The Company ’s Texas operations under Petrogress Oil and Gas Energy, Inc., a Texas corporation, are conducted from offices in Addison, Texas. Its operations are in the start-up phase. It has employed Charles Stidham and his staff to identify potential oil and gas exploration and production acquisitions, and has issued 10,000,000 shares of its stock to Mr. Stidham. On September 26, 2017, the Company acquired 100% of the interests in Petrogress Int’l LLC, a Delaware limited liability company used to develop speculative business in Africa and the eastern Mediterranean, including Cyprus; this company conducts some business independently, but also wholly- or majority-owns companies formed in Ghana and Cyprus, Petrogres Africa Co., Ltd. and PG Cypyard & Offshore Service Terminal Ltd., respectively, that are developing additional business opportunities.

 

The Company ’s ownership of vessels and conduct of its shipping business through Marshall Island corporations provides it with certain advantages by reducing the costs and risks of operations. The Company’s conduct of business through entities in Ghana and Cyprus provides political and other benefits, including the ability to associate with local partners. The Company’s organizational structure is designed to compartmentalize its various businesses, minimizing risks to the extent possible; allowing for locally specific and, in some instance, culturally sensitive business practices; and providing enhanced flexibility in the event liquidity opportunities are presented. The Company’s does not currently pursue any specific tax-avoidance practices involving its foreign subsidiaries, and consolidates the result of their activities into its reported financial statements.

 

18

 

 

Results of Operations

 

Comparison of Three Months Ended September 30, 2017 and 2016

 

The Company has recognized revenues for the three months ended September 30, 2017 and 2016, as follows:

 

   

Three months

Ended

September 30,

2017

   

Three months

Ended

September 30,

2016

 

Crude oil gross sales

  $ 1,561,947     $ 2,382,897  

Gas oil gross sales

    1,122,160       1,398,000  

Hires-Freights & Others

    643,300       158,708  
                 

Totals

  $ 3,327,407     $ 3,939,605  

 

Directly related to our sales activity and volumes, we experienced the following cost of sales amounts for the three months ended September 30, 2017 and 2016, as follows:

 

   

Three months

Ended

September 30,

2017

   

Three months

Ended

September 30,

2016

 

Oil purchase costs

  $ 1,077,231     $ 2,044,262  

Shipping & Vessels OPEX

    352,392       649,992  

Other

    -       56,171  
                 

Totals

  $ 1,429,632     $ 2,750,425  

Gross profit percentage

    57.03 %     30.19 %

 

The Company ’s cost of sales is dependent on the market price of petroleum products, both at the time of purchase and at the time of sale.

 

Total operating expenses for the three months ended September 30, 2017 and 2016 were $1,775,638 and $1,452,755 inclusive of depreciation of approximately $172,474 and $170,882, respectively, an increase of approximately $322,883 or approximately 22%.

 

The Company experienced net income of approximately $117,781 and a net loss of $252,001 for each of the three months ended September 30, 2017 and 2016, respectively.

 

Earnings and loss per share for the respective three months ended September 30, 2017 and 2016 were $0.001 and $(0.002), respectively, based on the weighted-average shares issued and outstanding at the end of each respective period.

 

19

 

 

Comparison of Nine Months Ended September 30, 2017 and 2016

 

The Company has recognized revenues for the nine months ended September 30, 2017 and 2016 and for the year ended December 31, 2016, as follows:

 

   

Nine months

Ended

September 30,

2017

   

Nine months

Ended

September 30,

2016

   

Year

Ended

December 31,

2016

 

Crude oil gross sales

  $ 7,077,232     $ 7,190,349     $ 9,226,800  

Gas oil gross sales

    1,692,160       7,025,000       7,697,600  

Hires-Freights & Others

    3,020,200       870,928       1,150,927  
                         

Totals

  $ 11,789,592     $ 15,086,277     $ 18,075,327  

 

Directly related to our sales activity and volumes, we experienced the following cost of sales amounts for the nine months ended September 30, 2017 and 2016 and for the year ended December 31, 2016, as follows:

 

   

Nine months

Ended

September 30,

2017

   

Nine months

Ended

September 30,

2016

   

Year

Ended

December 31,

2016

 

Oil purchase costs

  $ 3,912,258     $ 7,869,086     $ 9,349,388  

Shipping & Vessels OPEX

    1,606,221       2,673,169       2,986,388  

Other

    -       145,342       161,353  
                         

Totals

  $ 5,518,479     $ 10,687,597     $ 12,497,214  
                         

Gross profit percentage

    53.19 %     29.16 %     30.86 %

 

Total operating expenses for the nine months ended September 30, 2017 and 2016 were $4,785,286 and $3,878,234 inclusive of depreciation of approximately $521,404 and $505,759, respectively, an increase of approximately $907,052 or approximately 23%.

 

The Company experienced net income of approximately $1,549,223 and $576,245 for each of the nine months ended September 30, 2017 and 2016, respectively, an increase of approximately $972,978 or approximately 168%.

 

Earnings per share for the respective nine months ended September 30, 2017 and 2016 were $0.009 and $0.004, respectively, based on the weighted-average shares issued and outstanding at the end of each respective period.

 

Liquidity and Capital Resources

 

At September 30, 2017 and December 31, 2016, respectively, the Company had cash and cash equivalents of approximately $1,515,388, and $362,083 with corresponding working capital of approximately $6,326,781 and $3,375,524.

 

It is the belief of management that the Company’s operations will provide sufficient working capital necessary to support and preserve the integrity of the corporate entity.

 

The Company's need for working capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.

 

The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities related to the expansion of its operations or business plan. The issuance of additional securities may be used in any future, if any, acquisition transaction(s).

 

Regardless of whether the Company ’s cash assets prove to be adequate to meet the Company’s operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.

 

20

 

 

Critical Accounting Policies

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“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.

 

Our significant accounting policies are summarized in Note C 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 t he information under this item.

 

Item 4 - Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Christos P. Traios , our principal executive officer and principal 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 September 30, 2017, 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 and principal financial officer concluded that the Company's disclosure controls and procedures as of September 30, 2017 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.

 

Changes in Internal Control Over Financial Reporting

 

There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2017 that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.

 

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 d isclosure 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.

 

21

 

 

Management is aware that there is a lack of segregation of duties at the Company due to the fact that the Company only has one director and executive officer dealing with general ad ministrative and financial matters. This constitutes a material weakness in the internal controls. Management has decided that considering the officer/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.

 

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

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

 

22

 

 

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.

 

November 17, 2017

Petrogress, Inc.

     

 

By:

      /s/ Christos P. Traios

 

Christos P. Traios

 

President and Chief Executive Officer (Principal Executive

Officer and Principal Financial and Accounting Officer)

 

23

 

 

Exhibit Index

 

Exhibit

Description

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

 

24

E xhibit 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Christos P. Traios, certify that:

 

(1)

I have reviewed this quarterly report on Form 10-Q of Petrogress, Inc.;

 

(2)

Based on my knowledge, this report does not contain any unt rue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods p resented in this report;

 

(4)

The registrant ’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensu re that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal cont rol over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant ’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant ’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

(5)

The registrant ’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the des ign or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant ’s internal control over financial reporting.

 

November 17, 2017

/s/ Christos P. Traios

 

Christos P. Traios

 

Principal Executive Officer

 

E xhibit 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Christos P. Traios, certify that:

 

(1)

I have reviewed this quarterly report on Form 10-Q of Petrogress, Inc.;

 

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with re spect to the period covered by this report;

 

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods p resented in this report;

 

(4)

The registrant ’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensu re that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal cont rol over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant ’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant ’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

(5)

The registrant ’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

(a)

All significant deficiencies and material weaknesses in the des ign or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant ’s internal control over financial reporting.

 

November 17, 2017

/s/ Christos P. Traios

 

Christos P. Traios

 

Principal Financial Officer

 

E xhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Petrogress, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017 (the “Report”), I, Christos P. Traios, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Christos P. Traios      

Christos P. Traios

Principal Executive Officer

November 17, 2017

 

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company or purposes of §18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities an d Exchange Commission or its staff upon request.

E xhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the quarterly report of Petrogress, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2017 (the “Report”), I, Christos P. Traios, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/ Christos P. Traios      

Christos P. Traios

Principal Financial Officer

November 17, 2017

 

This certification accompanies the Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company or purposes of §18 of the Securities Exchange Act of 1934, as amended.

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furni shed to the Securities and Exchange Commission or its staff upon request.