NOTES TO FINANCIAL STATEMENTS
Note 1 -
Organization
Petrogress, Inc. (the “Company”
or “Petrogress”) was originally formed in the State of Florida under the name 800 Commerce, Inc. (“800 Commerce”)
on February 10, 2010. The Company was founded 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 (the “SEA”) with an unrelated third party, Petrogres Co. Limited (“Petrogres”),
a Marshall Islands corporation, and its sole shareholder. The Company acquired 100% of Petrogres and its affiliated companies.
As consideration for the acquisition of Petrogres, the Company issued 136,000,000 shares of its common stock, in restricted form,
representing 85% of the issued and outstanding shares of the Company’s common stock at closing of the transaction. The SEA
has been accounted for as a reverse acquisition and recapitalization of the Company whereby Petrogres is deemed to be the accounting
acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). The accompanying consolidated
financial statements are in substance those of Petrogres and its subsidiaries, with the assets and liabilities, and revenues and
expenses, of the Company being included effective from the date of stock exchange transaction. The Company is deemed
to be a continuation of the business of Petrogres and its subsidiaries. Accordingly, the financial position, results
of operations, and cash flows of the Petrogres (accounting acquirer) for all periods presented as if the recapitalization had occurred
at the beginning of the earliest period presented and the operations of the accounting acquiree from the date of stock exchange
transaction.
As part of the transaction, the sole
shareholder and CEO of Petrogres, Christos Traios, was appointed to the Board of Directors and B. Michael Friedman resigned as
an officer and director. In addition, the Company’s Board of Directors (the “Board”) approved an amendment to
the Company’s Articles of Incorporation, increasing the authorized capital to 490,000,000 shares of common stock, par value
$0.001 and 10,000,000 shares of preferred stock, par value $0.001.
On March 9, 2016, the Company’s
Board approved an amendment to the Company’s Articles of Incorporation to change the name of the Corporation to Petrogress,
Inc.
Petrogres and its’ subsidiaries
business operations includes purchasing, at the scene of mining and extraction, crude oil product to be loaded onto company ships
for transport of product either directly to customers or to independent processing refineries, with the company acting internationally
as it has been in business for seven (7) years.
Note 2 -
Summary of Significant Accounting Policies
Basis of Presentation
These interim condensed consolidated
financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management,
reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position,
results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative
of the results expected for a full year or for any future period.
Emerging Growth Company
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.
Cash and Cash Equivalents
The Company considers all highly liquid
investments with an original term of three months or less to be cash equivalents.
Accounts Receivable
The Company and its
affiliates are engaged primarily in the purchase, transport and processing of oil and petroleum products. The Company performs
ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral from its customers. 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 June 30, 2016 and December 31, 2015,
the Company had no significant concentrations of credit risk.
Inventory
The Company's inventory,
which consists primarily of crude oil purchases on the vessel in transport, is valued at the lower of cost or market using the
mark-to-market method of valuation.
Marketable Securities
The Company classifies its marketable
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.
Property and Equipment
Fixed assets consisted of the following
as of June 30, 2016 and December 31, 2015:
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
Vessels
|
|
$
|
9,550,000
|
|
|
$
|
9,550,000
|
|
Furniture and equipment
|
|
|
321,960
|
|
|
|
85,000
|
|
|
|
|
9,871,960
|
|
|
|
9,635,000
|
|
Less: accumulated depreciation
|
|
|
(3,785,877
|
)
|
|
|
(3,491,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
6,086,083
|
|
|
$
|
6,144,000
|
|
Property and equipment are
stated at cost, and depreciation is provided by use of straight-line methods over the estimated useful lives of the assets. The
estimated useful lives of property and equipment are as follows:
Vessels
|
15 years
|
Office equipment and furniture
|
10 years
|
Computer hardware
|
5 years
|
Depreciation expense of $169,002 and $165,875 was recorded
for the three months ended June 30, 2016 and 2015, respectively. Depreciation expense of $334,877 and $331,750 was recorded for
the six months ended June 30, 2016 and 2015, respectively.
Revenue Recognition
The Company recognizes revenues after
product is delivered to 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
during the month in which commissions are earned.
Fair Value of Financial Instruments
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 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.
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 the Company’s accounts payable approximate fair value to their short term. Marketable securities
are adjusted to fair value each balance sheet date, based on quoted prices; which are considered level 1 inputs (see Note 6). The
Company’s derivative liability is valued using the level 3 inputs (see Note 7). 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.
The following table represents the Company’s
financial instruments that are measured at fair value on a recurring basis as of June 30, 2016 for each fair value hierarchy level:
June 30, 2016
|
|
Derivative
Liability
|
|
Marketable
Securities
|
|
Total
|
Level I
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level II
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Level III
|
|
$
|
152,050
|
|
|
$
|
—
|
|
|
$
|
152,050
|
|
The carrying amount of the Company’s
accounts payable approximate fair value to their short term.
Earnings (Loss) Per Share
The Company reports earnings (loss)
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.
Potentially dilutive securities for the periods ended June 30, 2016 includes the Company’s outstanding convertible debt that
is convertible into approximately 6,018,760 shares of common stock.
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 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 the Company’s common stock and recognized as expense during the period in
which services are provided.
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.
Income Taxes
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.
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.
The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been
assessed, nor has the Company paid, any interest or penalties.
The Company measures and records 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. The Company’s tax years subsequent to 2010 remain subject to examination by federal
and state tax jurisdictions.
Comprehensive Income
The Company has 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 the Company’s comprehensive loss consist of unrealized losses on available-for-sale securities.
Note 3 –
Recent Accounting
Pronouncements
Accounting standards that have been
issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected
to have a material impact on the financial statements upon adoption.
Note 4 –
Sales Concentration and Concentration
of Credit Risk
S
ales
and Accounts Receivable
Following is a summary of customers
who accounted for more than ten percent (10%) of the Company’s revenues for the six months ended June 30, 2016 and 2015
and the accounts receivable balance as of June 30, 2016:
Customer
|
|
|
Sales % Six Months
Ended June 30, 2016
|
|
|
Sales % Six Months
Ended
June 30, 2015
|
|
|
Accounts
Receivable
Balance as of
June 30, 2016
|
|
%
of Accounts Receivable as of
June 30, 2016
|
|
|
A
|
|
|
|
33.85
|
%
|
|
|
31.75
|
%
|
|
$
|
870,456
|
|
31.5
|
%
|
|
B
|
|
|
|
28,47
|
%
|
|
|
24.84
|
%
|
|
|
724,690
|
|
26.3
|
%
|
|
C
|
|
|
|
11.82
|
%
|
|
|
13.52
|
%
|
|
|
364,967
|
|
13.2
|
%
|
|
D
|
|
|
|
10.76
|
%
|
|
|
12.17
|
%
|
|
|
318,587
|
|
11.5
|
%
|
|
E
|
|
|
|
10.23
|
%
|
|
|
10.38
|
%
|
|
|
284,630
|
|
10.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
95.13
|
%
|
|
|
92.66
|
%
|
|
$
|
2,563,330
|
|
92.8
|
%
|
Note 5 –
Convertible Notes
Payable
Effective with the SEA, Petrogres assumed
and acquired two convertible promissory notes that were issued to Mammoth Corporation (“Mammoth”). Mammoth Note 1 had
a balance of $31,339 and Mammoth Note 2 had a balance of $38,280. Mammoth Note 1 and Mammoth Note 2 are referred to as the Mammoth
Notes. The Mammoth Notes are due September 9, 2016.
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.
A summary of the derivative liability balance of the Mammoth
Notes as of June 30, 2016 is as follows:
|
|
2016
|
Balance assumed
|
|
$
|
300,321
|
|
Reduction for conversion
|
|
|
(48,523
|
)
|
Fair Value Change
|
|
|
(99,746
|
)
|
Ending Balance
|
|
$
|
152,052
|
|
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
June 30, 2016:
|
|
|
Assumption date
|
|
|
|
Remeasurement
date
|
|
Expected dividends
|
|
|
-0-
|
|
|
|
-0-
|
|
Expected volatility
|
|
|
363
|
%
|
|
|
363
|
%
|
Expected term
|
|
|
6.3 months
|
|
|
|
5.3 months
|
|
Risk free interest
|
|
|
.49
|
%
|
|
|
.37
|
%
|
A summary of the convertible notes payable balance as of
June 30, 2016 is as follows:
|
|
2016
|
Assumed Balance
|
|
$
|
69,619
|
|
Conversion of convertible notes
|
|
|
(2,700
|
)
|
Discount
|
|
|
(39,373
|
)
|
Ending Balance
|
|
$
|
27,546
|
|
Note 6 –
Related Party Transactions
Management Fees
For the three months ended June 30,
2016 and 2015, the Company recorded expenses to its’ officers the following amounts, included in Salaries and Management
Fees in the statements of operations, included herein:
|
|
Three Months Ended June 30,
|
|
|
2016
|
|
2015
|
Chief Executive Officer
|
|
$
|
30,000
|
|
|
$
|
—
|
|
CFO
|
|
|
4,000
|
|
|
|
—
|
|
Total
|
|
$
|
34,000
|
|
|
$
|
—
|
|
Note 7 –
Stockholders’
Equity
Common Stock
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.
Upon completion of the SEA between the
Company and Petrogres, the Company issued to the sole Petrogres shareholder 136,000,000 shares of common stock of the
Company in exchange for one hundred percent (100%) of the issued and outstanding share capital of Petrogres from the sole shareholder
of Petrogres.
On March 7, 2016, the Company issued
1,000,000 shares of common stock to Mammoth upon the conversion of $2,700 of principal at a conversion price of $0.0027 per share.
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.
Note 8 –
Income Taxes
Deferred income taxes reflect the net
tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in
which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Company’s
ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at
June 30, 2016.
Note 9 –
Commitments and
Contingencies
The Company is not a party to any litigation
and, to its knowledge, no action, suit or proceeding has been threatened against the Company.
Other Agreements
|
1.
|
Platon Oil Refinery – Partnership agreement dd: October 2014
|
|
2.
|
Eklipza Energy – renewing from time to time
|
|
3.
|
Sanitex Oil & Marine Ltd
|