Amended Current Report Filing (8-k/a)
January 24 2017 - 5:22PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment
No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 18, 2017
PETROGRESS, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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333-184459
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27-2019626
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer
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Incorporation)
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Identification No.)
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757 Third Avenue, Suite 2110 New York, NY
10017
(Address of principal executive offices) (Zip
Code)
(212) 376-5228
(Registrant’s telephone number, including
area code)
Copy of correspondence to:
Marc J. Ross, Esq.
S. Ashley Jaber, Esq.
Sichenzia Ross Ference Kesner 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
This Amendment
No. 1 on Form 8-K/A (this “Amendment”) is being filed to amend the Current Report on Form 8-K filed by Petrogress,
Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on January 20, 2017
(the “Original 8-K”), where the Company reported that it changed its independent registered public accounting firm.
This Amendment
is being filed to (i) correct a typographical error in the Original Report relating to the date of RBSM LLP’s letter and
to (ii) change incorrect wording in the disclosure relating to David S. Friedkin CPA’s (“Friedkin”) original
engagement period. The language in the Original 8-K stated that, except for the original engagement period, Friedkin provided consulting
services to the Company. The correct language now states that Friedkin did not provide consulting services during the Company’s
two most recent fiscal years and the subsequent period prior to the engagement of Friedkin.
Except as described
herein, no other changes have been made to the Company’s Original 8-K. The Company has not updated the disclosures in this
Amendment to speak as of a later date or to reflect events which occurred at a later date, except as noted.
Item 4.01
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Changes in Registrant’s Certifying Accountant.
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On
January 18, 2017, Petrogress, Inc. (the “Company”) was notified by RBSM LLP (“RBSM”) that it was resigning
as the Company’s independent registered public accounting firm. The Company has engaged David S. Friedkin CPA (“Friedkin”)
as its new independent registered public accounting firm effective immediately. The engagement of Friedkin as the Company’s
new independent registered public accounting firm was approved by the Board of Directors on January 19, 2017.
RBSM
has not issued any reports on the Company’s financial statements during its engagement period beginning on October 31, 2016
through January 18, 2017 (the “Engagement Period”).
During the Engagement
Period, there were: (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) with RBSM on any matters
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of RBSM, would have caused RBSM to make reference to the subject matter of the disagreement(s)
in its reports on the consolidated financial statements of the Company; and (ii) no reportable events (as such term
is defined in Item 304(a)(1)(v) of Regulation S-K).
The Company provided
RBSM with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (“Commission”) and
requested that RBSM furnish it with a letter addressed to the Commission stating whether it agrees with the statements made above.
A copy of RBSM’s letter, dated January 19, 2017, is attached herewith as Exhibit 16.1 to this Form 8-K.
As
previously reported on the Company’s Current Report on Form 8-K filed with the Commission on September 27, 2016, as amended
on September 30, 2016, the Company engaged Friedkin as its independent public accountant during the period from May 18, 2016 to
September 27, 2016. The Company then dismissed Friedkin on September 27, 2016 when it became aware that Friedkin had not been registered
with the Public Company Accounting Oversight Board (the “PCAOB”). As of January 10, 2017, Friedkin is a PCAOB-registered
independent public accountant.
During
the Company’s two most recent fiscal years and the subsequent interim period prior to the engagement of Friedkin, the Company
did not consult with Friedkin regarding (a) the application of accounting principles to a specified transaction, either completed
or proposed; (b) the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written
report was provided to the Company nor oral advice was provided that Friedkin concluded was an important factor considered by
the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (c) any matter that was the
subject of a disagreement or reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K with
RBSM.
Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
The following exhibit
is filed as part of this Current Report:
16.1
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Letter from RBSM to the Securities and Exchange
Commission regarding statements to be included in this Form 8-K, dated January 19, 2017 (incorporated by reference to Exhibit 16.1 on Form 8-K filed with the Commission on January 20, 2017)
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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
hereunto duly authorized.
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PETROGRESS, INC.
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Date: January 24, 2017
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By:
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/s/ Christos Traios
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Christos Traios
Chief Executive Officer
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