Amended Current Report Filing (8-k/a)
October 18 2016 - 5:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 29, 2016
PETROGRESS, INC.
(Exact name of registrant as specified in its
charter)
Florida
|
|
333-184459
|
|
27-2019626
|
(State or other jurisdiction of
Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification No.)
|
1013 Centre Road, Suite 403-A, Wilmington,
DE 19805
(Address of principal executive offices) (Zip
Code)
(302) 428-1222
(Registrant’s telephone
number, including area code)
Copy of correspondence to:
Marc J. Ross, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, Fl. 32
New York, NY 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
EXPLANATORY NOTE
This Amendment No. 2 on
Form 8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K filed by Petrogress, Inc., formerly
known as 800 Commerce, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”)
on March 3, 2016, as amended by Amendment No. 1 on Form 8-K/A, filed on May 13, 2016 (together, the “Original 8-K”).
As previously reported in the Original 8-K, the Company entered into a Securities Exchange Agreement on February 29, 2016 (the
“Exchange Agreement”) with Petrogres Co. Ltd., a Marshall Islands corporation (“Petrogres”), with Petrogres
surviving as a wholly-owned subsidiary of the Company. As a result of the Exchange Agreement, the historical financial statements
of Petrogres became the historical financial statements of the Company.
This Amendment
is being filed solely for the purpose of (i) showing that an independent registered public accountant did not review
the historical financial statements of Petrogres as of and for the years ended December 31, 2015 and 2014, together
with the reports of the Company’s then-independent accountant (the “Historical Financials”), pursuant to
the Public Company Accounting Oversight Board’s (“PCAOB”) AU 722,
Interim Financial Information
,
as required by Rule 10-01(d) of Regulation S-X included as Exhibit 99.1. As a result, the Historical Financials,
and consequently the unaudited pro forma condensed combined financial statements as of and for the year ended December 31,
2015 included as Exhibit 99.2 (the “Pro Forma Financials”), are deemed deficient and should not be relied upon
and (ii) to make certain typographical and conforming changes. The headings in the columns of the financial statements and
related notes thereto, and the headings of tables of financial information contained in the notes to the combined financial
statements of the Historical Financials have been amended to state “Not Reviewed.” No other changes have been
made to the Historical Financials and the Pro Forma Financials. A review of the Company’s Historical Financials may
result in changes to the financial statements referenced herein. The Company undertakes the responsibility to
file a further amended Current Report on Form 8-K/A for these periods when the review is completed. In addition, a new
consent by the Company’s new independent public accountant will be filed by amendment as Exhibit 23.1. Item 9.01 below
has been revised to include this updated information.
This Amendment speaks as
of the filing date of the Original 8-K and does not reflect any events that may have occurred subsequent to such date.
Item 2.01
|
Completion of Acquisition or Disposition of Assets.
|
As previously reported
in a Current Report on Form 8-K filed on March 3, 2016, on February 29, 2016, the Company entered into the Exchange
Agreement with Petrogres, with Petrogres
surviving the Merger as a wholly-owned subsidiary of the Company.
As of the date of the Exchange
Agreement, the Exchange Agreement was approved by the Company’s Board of Directors (the “Board”) and the board
of directors and shareholders of Petrogres. The Company’s shareholders did not have to approve the Exchange Agreement.
The Company’s shareholders
approved the Amendments by written consent of the majority shareholders on February 26, 2016. As a result of the approval of the
Amendments, the Exchange was consummated and Petrogres became a wholly-owned subsidiary of the Company.
As a result of the transactions
described above, the Company has 160,000,000 shares of common stock issued and outstanding. Petrogres’ sole shareholder received
136,000,000 shares of the Company’s common stock in the Exchange.
The foregoing description
of the Exchange Agreement is not complete and is qualified in its entirety by reference to the Exchange Agreement, which were
previously filed as exhibits to the Current Report filed on March 3, 2016 and is incorporated herein by reference.
Item 5.01
|
Changes in Control of Registrant.
|
As a result of the transactions
contemplated under the Exchange Agreement, a change of control of the Company occurred. The information provided above in “Item
2.01 – Completion of Acquisition or Disposition of Assets” of this Current Report on Form 8-K/A is incorporated by
reference into this Item 5.01. As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to us,
including any pledge by any person of our securities or any of our parents, the operation of which may at a subsequent date result
in a change in control of our company.
Item 9.01
|
Financial Statements and Exhibits.
|
|
(a)
|
Financial Statements of Business
Acquired.
|
The audited consolidated
financial statements of Petrogres Co. Ltd. as of and for the years ended December 31, 2015 and 2014, together with the reports
of David Friedkin CPA with respect thereto, are included as Exhibit 99.1 and are incorporated by reference herein.
|
(b)
|
Pro Forma Financial Information.
|
The unaudited pro forma
condensed combined financial statements of the Company as of and for the year ended December 31, 2015 are included as Exhibit 99.2
hereto and are incorporated by reference herein.
Exhibit No.
|
|
Description
|
23.1
|
|
Consent (to be filed by amendment).
|
99.1
|
|
Audited consolidated financial statements of Petrogres Co. Ltd. as of and for the years ended December 31, 2015 and 2014.
|
99.2
|
|
Unaudited pro forma condensed combined consolidated financial statements of Petrogress Inc. as of and for the years ended December 31, 2015.
|
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.
|
PETROGRESS, INC.
|
|
|
|
Date: October 18, 2016
|
By:
|
/s/
Christos Traios
|
|
|
Name: Christos Traios
|
|
|
Title: Chief Executive Officer
|
Petrogress (CE) (USOTC:PGAS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Petrogress (CE) (USOTC:PGAS)
Historical Stock Chart
From Sep 2023 to Sep 2024