ITEM 1A.     RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information contained in this Report, before investing in our common stock. Our results of operations and financial condition could be adversely affected by any of these risks, which could result in a decline in the market price of our common stock, causing you to lose all or part of your investment.

Risks Related to our Business

We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations.

We are a holding company, and our subsidiaries, which are all wholly-owned by us, may conduct all of our operations and may own operating assets we may acquire in the future. We have no significant assets other than the equity interests in our wholly-owned subsidiaries. As a result, our ability to satisfy our financial obligations depends on the ability of our subsidiaries to distribute funds to us.

Our operating results may fluctuate significantly.

Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. Demand for crude oil and product tankers is historically well correlated with the growth or contraction of the world economy. The past several years were marked by a major economic slowdown which has had, and continues to have, a significant impact on world trade, including the oil trade. Global economic conditions remain fragile with significant uncertainty with respect to recovery prospects, levels of recovery and long-term economic growth effects. Energy prices sharply declined from mid-2014 to the end of March 2016 primarily as a result of increased oil production worldwide. In response to this increased production, demand for tankers to move oil and refined petroleum products increased significantly.

The demand for tankers capacity has generally been influenced by, among other factors:

The supply of vessel capacity has generally been influenced by, among other factors:

We generate all of our revenues in U.S. dollars but may also incurOur Company is a portion of our expenses in other currencies, and therefore exchange rate fluctuations could have an adverse impact on our results of operations.

We generate all of our revenues in U.S. dollars but may also incur a portion of our expenses in currencies other than the U.S. dollar. This difference could lead to fluctuations in our Net income due to changes in the value of the dollar relative to the other currencies, in particular the Euro. Expenses incurred in foreign currencies against which the U.S. dollar falls in value could increase, further decreasing our Net income or increasing our net loss and decreasing our cash flows from operations. Any declines in the value of the U.S. dollar could also lead to higher expenses payable by us.

An increase in operating costs could adversely affect our cash flows and financial condition.

Vessel operating expenses include the costs of provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, which depend on a variety of factors, many of which are beyond our control. Some of these costs, primarily relating to insurance and enhanced security measures implemented after September 11, 2001 and as a result of acts of piracy, have been increasing. In addition, in the event any of our vessels suffer damage, our insurance may not cover the costs of repair. Such repair and maintenance costs are difficult to predict with certainty and may be substantial. Increases in any of these costs could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Change to the price of fuel, or bunkers, may adversely affect profits.

An increase in the price of fuel beyond our expectations may adversely affect our future profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geo-political developments, supply of and demand for oil, actions by members of the Organization of the Petroleum Exporting Countries (OPEC) and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. Further, despite the recent low fuel prices, fuel may become much more expensive in the future, which may reduce the potential profitability and competitiveness of our business compared to other forms of transportation, such as pipelines. Alternatively, a prolonged downturn in oil prices may cause oil companies to cut down production which could negatively impact market demand for global transportation of petroleum products. Changes in the price of fuel may adversely affect our profitability.

The shipping industry is inherently risky and we may not have adequate insurance to compensate us or to compensate third parties if we damage or lose our vessels.

There are a number of risks associated with the operation of ocean-going vessels, including mechanical failure, collision, human error, war, terrorism, piracy, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, the operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.

Changing economic, regulatory and political conditions in some countries, including political and military conflicts, have from time to time resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts. These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our customer relationships, market disruptions, delay or rerouting. In addition, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, protection and indemnity insurance against risks of environmental damage or pollution. Any uninsured or underinsured loss could harm our business, results of operations, cash flows and financial condition. In addition, any insurance we may acquire may be voidable by the insurers as a result of certain of our actions, such as ships we may acquire failing to maintain certification with applicable maritime self-regulatory organizations. Further, we cannot assure you that insurance policies we may have will cover all losses that we may incur, or that disputes over insurance claims will not arise with our future insurance carriers. Any claims covered by insurance would likely be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. In addition, insurance policies that we may have may be subject to limitations and exclusions, which may increase our costs or lower our revenues in the future, thereby possibly having a material adverse effect on our business, results of operations, cash flows and financial condition.

The operation of tankers has unique operational risks associated with the transportation of oil. An oil spill may cause significant environmental damage, and the associated costs could exceed the insurance coverage available to us. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision, or other cause, due to the high inflammability and high volume of the oil transported in tankers.

We carry insurance to protect against most of the accident-related risks involved in the conduct of our business. We currently maintain $25,000,000 in coverage for each of our vessels for liability for spillage or leakage of oil or pollution, and also carry insurance covering lost revenue resulting from vessel off-hire for all of our operating vessels. Nonetheless, risks may arise against which we are not adequately insured. For example, a catastrophic spill could exceed our insurance coverage and have a material adverse effect on our financial condition. In addition, we may not be able to procure adequate insurance coverage at commercially reasonable rates in the future and we cannot guarantee that any particular claim will be paid. In the past, new and stricter environmental regulations have led to higher costs for insurance covering environmental damage or pollution, and new regulations could lead to similar increases or even make this type of insurance unavailable. Furthermore, even if insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement ship in the event of a loss. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. In addition, our protection and indemnity associations may not have enough resources to cover our insurance claims. Our payment of these calls could result in significant expenses to us which could reduce our cash flows and place strains on our liquidity and capital resources.

Our results of operations could be affected by natural events in the locations in which our customers operate.

Many of our customers have operations in locations that are subject to natural disasters, such as severe weather and geological events, which could disrupt the operations of those customers and suppliers as well as our operations. Such geological events can cause significant damage and can adversely affect the infrastructure and economy of regions subject to such events, and could cause our customers located in such regions to experience shutdowns or otherwise negatively impact their operations. Upon such an event, some or all of those customers may reduce their orders for crude oil, which could adversely affect our revenue and results of operations. In addition to any negative direct economic effects of such natural disasters on the economy of the affected areas and on our customers and suppliers located in such regions, economic conditions in such regions could also adversely affect broader regional and global economic conditions. The degree to which natural disasters will adversely affect regional and global economies is uncertain at this time. However, if these events cause a decrease in demand for crude oil, our financial condition and operations could be adversely affected.

We are subject to international safety regulations and requirements imposed by classification societies and the failure to comply with these regulations may subject us to increased liability, may adversely affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.

The operation of our vessels is affected by the requirements set forth in the United Nations’ International Maritime Organization’s International Management Code for the Safe Operation of Ships and Pollution Prevention, or “ISM Code.” The ISM Code requires ship owners, ship managers and bareboat charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. We expect that any vessels that we acquire in the future will be ISM Code-certified when delivered to us. The failure of a shipowner or bareboat charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports, including United States and European Union ports.

In addition, the hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the Safety of Life at Sea Convention. If a vessel does not maintain its class and/or fails any annual survey, intermediate survey or special survey, the vessel will be unable to trade between ports and will be unemployable, which will negatively impact our revenues and results from operations.

The risks associated with older vessels could adversely affect our operations.

In general, the costs to maintain a vessel in good operating condition increase as the vessel ages. All of the Company’s 4 operating vessels were built prior to 1995. Due to improvements in engine technology, older vessels typically are less fuel-efficient than more recently constructed vessels. Cargo insurance rates increase with the age of a vessel, making older vessels less desirable to charterers.

Governmental regulations, safety or other equipment standards related to the age of tankers may require expenditures for alterations or the addition of new equipment to our vessels, and may restrict the type of activities in which our vessels may engage. There is no assurance that, as our vessels age, market conditions will justify any required expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

If we do not set aside funds and are unable to borrow or raise funds for vessel replacement, we will be unable to replace the vessels in our fleet upon the expiration of their remaining useful lives, which we estimate to be 10 years from their transfer to the Company. Our cash flows and income are dependent on the revenues earned by our vessels. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our revenue will decline and our business, results of operations, financial condition, and cash flow would be adversely affected.

Consolidation and governmental regulation of suppliers may increase the cost of obtaining supplies or restrict our ability to obtain needed supplies, which may have a material adverse effect on our results of operations and financial condition.

We rely on third-parties to provide supplies and services necessary for our operations, including brokers, equipment suppliers, caterers and machinery suppliers. Various mergers have reduced the number of available suppliers, resulting in fewer alternatives for sourcing key supplies. With respect to certain items, we are generally dependent upon the original equipment manufacturer for repair and replacement of the item or its spare parts. Such consolidation may result in a shortage of supplies and services thereby increasing the cost of supplies and/or potentially inhibiting the ability of suppliers to deliver on time. These cost increases or delays could have a material adverse effect on our results of operations and result in downtime, and delays in the repair and maintenance of our vessels.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and other applicable worldwide anti-corruption laws.

The U.S. Foreign Corrupt Practices Act, or “FCPA,” and other applicable worldwide anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. These laws include the U.K. Bribery Act which is broader in scope than the FCPA, as it contains no facilitating payments exception. We charter our vessels into some jurisdictions that international corruption monitoring groups have identified as having high levels of corruption. Our activities create the risk of unauthorized payments or offers of payments by one of our employees or agents that could be in violation of the FCPA or other applicable anti-corruption laws. Although we have policies, procedures and internal controls in place to monitor compliance, we cannot assure that our policies and procedures will protect us from governmental investigations or inquiries surrounding actions of our employees or agents. If we are found to be liable for violations of the FCPA or other applicable anti-corruption laws (either due to our own acts or our inadvertence, or due to the acts or inadvertence of others), we could suffer from civil and criminal penalties or other sanctions.

We could be negatively impacted by future changes in applicable tax laws, or our inability to take advantage of favorable tax regimes.

We may be subject to income or non-income taxes in various jurisdictions, including those in which we transact business, own property or reside. We may be required to file tax returns in some or all of those jurisdictions. We may be required to pay non U.S. taxes on dispositions of non U.S. property, or operations involving non U.S. property may give rise to non U.S. income or other tax liabilities in amounts that could be substantial.

Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by any tax authority. The various tax regimes to which we are currently subject result in a relatively low effective tax rate on our worldwide income. These tax regimes, however, are subject to change, possibly with retroactive effect. Moreover, we may become subject to new tax regimes and may be unable to take advantage of favorable tax provisions afforded by current or future law. For example, there have been legislative proposals that, if enacted, could change the circumstances under which we would be treated as a U.S. person for U.S. federal income tax purposes, which could materially and adversely affect our effective tax rate and cash tax position and require us to take action, at potentially significant expense, to seek to preserve our effective tax rate and cash tax position. We cannot predict the outcome of any specific legislative proposals.

We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, securities litigation, and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent, which may have a material adverse effect on our financial condition.

Risks Relating to Ownership of Our Common Stock

We are an “emerging growth company,” and the reduced disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

We qualify as an “emerging growth“smaller reporting company” as defined in the Jumpstart Our Business Startups Actby Rule 12b-2 of 2012, or the JOBS Act. As an emerging growth company, we intend to take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission. We have taken advantage of reduced reporting requirements in this Report. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you have beneficial ownership. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of our election, our financial statements may not be comparable to companies that comply with public company effective dates.

We cannot predict whether investors will find investing in our common stock to be less attractive to the extent we rely on the exemptions available to emerging growth companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Notwithstanding the above, we are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time as we cease being an “emerging growth company,” the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company,” or a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings, are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting, and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

The rights of the holders of common stock are impaired by the issuance of preferred stock.

Our Board of Directors has the right, without stockholder approval, to issue preferred stock with voting, dividend, conversion, liquidation or other rights which could adversely affect the voting power and equity interest of the holders of common stock, which could be issued with the right to more than one vote per share, and could be utilized as a method of discouraging, delaying or preventing a change of control.

On July 14, 2017, Christos Traios, our President, Chief Executive Officer and sole Director approved a resolution authorizing the establishment of Series A Preferred Stock. 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 Traios as provided in his employment agreement. The holder(s) of the Series A shares have rights as a class to a number of votes equal to two (2) times the sum of: (i) the total number of shares of common stock which are issued and outstanding at the time of any election or vote by the shareholders; plus (ii) the number of shares of Preferred Stock issued and outstanding of any other class that has voting rights, if any. These voting rights may be exercised for any matter requiring shareholder approval by vote or consent, and may, if required, permit a number of votes in excess of the total number of shares authorized. In the event of liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holder(s) of the Series A shares will be entitled to receive out of the assets of the Company, prior to and in preference to any distribution of the assets or surplus funds of the Company to the holders of any other class of preferred stock or the Common Stock, the amount of One Hundred Dollars ($100.00) per share.

In light of the Series A Preferred Stock rights and additional rights that may be granted in connection with the designation issuance of additional preferred stock, the possible negative impact on takeover attempts could adversely affect the price of our common stock.

We will incur increased costs as a result of being a public company. These costs will adversely impact our results of operations.

As a public company, we incur significant legal, accounting and other expenses that a private company does not incur. Such costs include the costs associated with having our financial statements prepared, audited and filed with the Securities and Exchange Commission (“SEC”) via EDGAR (the Electronic Data Gathering, Analysis, and Retrieval system) and XBRL (eXtensible Business Reporting Language) coding costs. In addition, we have costs associated with corporate counsel and our transfer agent. The Sarbanes-Oxley Act of 2002 and related rules resulted in an increase in costs of maintaining compliance with the public reporting requirements, as well as making it more difficult and more expensive for us to obtain directors' and officers' liability insurance.

If you invest in our stock, your investment may be disadvantaged by future funding, if we are able to obtain it.

To the extent we obtain equity funding by issuance of convertible securities or common stock, or common stock purchase warrants in connection with either type of funding, you may suffer significant dilution in percentage of ownership and, if such issuances are below the then value of stockholder equity, in stockholder equity per share. Future increases in the number of our shares outstanding will have a negative impact on earnings per share; increasing the earnings we must achieve to sustain higher prices for our common stock. In addition, any debt financing we may secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital with which to pursue our business plan, and to pay dividends. You have no assurance we will be able to obtain any additional financing on terms favorable to us, if at all.

U.S. investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal securities laws against the company and its non-U.S. resident officer and sole director.

Our President, Chief Executive Officer and sole Director, Christos Traios, is not resident of the United States. Consequently, it may be difficult for investors to effect service of process on Mr. Traios in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Traios based on the civil liability provisions of the United States securities laws. Since substantially all of our assets are located in Europe and Africa, it may be difficult or impossible for U.S. investors to collect a judgment against us. Further, any judgment obtained in the United States against us may not be enforceable in those foreign jurisdictions.

We have assessed the effectiveness of our disclosure controls and procedures and our internal control over financial reporting and management concluded they are not effective. If there is a material weakness in either, there are no assurances that our financial statements will not contain errors which could require us to restate our financial statements.

The Sarbanes-Oxley Act of 2002 requires public companies to establish disclosure controls and procedures and controls over financial reporting and to periodically assess the effectiveness of the controls and procedures. We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Exchange Act, and to report on a quarterly basis, in our quarterly and annual reports which we file with the SEC, our management’s conclusion regarding the effectiveness of our disclosure controls and procedures. As of December 31, 2017, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation our Chief Executive Officer and Chief Financial Officer concluded that, at December 31, 2017, our disclosure controls and procedures are not effective.

We are not subject to certain corporate governance requirements applicable to listed companies.

Because our securities are not listed on a national securities exchange, we are not subject to corporate governance requirements that are applicable to listed companies. For instance, we areas such, is not required to have a majority of independent directors, a separate audit committee comprised entirely of independent directors or a separate compensation committee comprised entirely of independent directors. In addition, we are notprovide the information required to have our board nominees selected, or recommended for the board’s selection, either by a nominating committee comprised entirely of independent directors or by a majority of our independent directors. Accordingly, our shareholders may not have the same protections afforded to shareholders of companies that are subject to the corporate governance requirements applicable to listed companies.under this Item.

The price of our common stock may be volatile as a result of factors that are beyond our control and if the price of our common stock fluctuates, you could lose a significant part of your investment.

The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. All of these factors could adversely affect your ability to sell your shares of our common stock or, if you are able to sell your shares, to sell your shares at a price that you determine to be fair or favorable.

Our common stock is categorized as “penny stock,” which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is categorized as “penny stock.” The SEC has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. The price of our common stock is significantly less than $5.00 per share, and is therefore considered “penny stock.” This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer buying our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks. These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our common stock, either directly or on behalf of their clients, may discourage potential shareholders from purchasing our common stock, or may adversely affect the ability of shareholders to sell their shares.

Financial Industry Regulatory Authority, Inc. (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of our common stock.

There is a limited trading market for our common stock and there is no guarantee of a liquid public market for you to resell our common shares.

Our common stock trades under the symbol “PGAS” on the OTC Pink tier of the OTC Markets Group, Inc. OTC Pink is often highly illiquid, in part because it does not have a national quotation system by which potential investors can follow the market price of shares except through information received and generated by a limited number of broker-dealers that make markets in particular stocks. There is a greater chance of volatility for securities that are quoted on the OTC Pink compared to a national exchange or quotation system. This volatility may be caused by a variety of factors, including the lack of readily available price quotations, the absence of consistent administrative supervision of bid and ask quotations, lower trading volume, and market conditions. Investors in our common stock may experience high fluctuations in the market price and volume of the trading market for our securities. These fluctuations, when they occur, have a negative effect on the market price for our securities. Accordingly, our shareholders may not be able to realize a fair price from their shares when they determine to sell them or may have to hold them for a substantial period of time until the market for our common stock improves.

Because we do not intend to pay any cash dividends on our common stock, our shareholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying cash dividends on our common stock in the foreseeable future. Declaring and paying future dividends, if any, will be determined by our Board of Directors (which is currently constituted entirely by Christos Traios, who serves as the sole member), based upon earnings, financial condition, capital resources, capital requirements, restrictions in our Certificate of Incorporation, contractual restrictions, and such other factors as our Board in its sole discretion deems relevant. There is no assurance that we will pay any dividends in the future, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend. Unless we pay dividends, our shareholders will not be able to receive a return on their shares unless they sell them.

The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded public float.

The market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. The volatility in our share price is attributable to a number of factors. First, our common shares are sporadically and thinly traded. As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction. The price for our shares could, for example, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price. Secondly, we are a speculative or “risky” investment due to our limited operating history and lack of profits to date, and uncertainty of future market acceptance for our potential products. As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our common shares will be at any time, including as to whether our common shares will sustain their current market prices, or as to what effect that the sale of shares or the availability of common shares for sale at any time will have on the prevailing market price.

Shareholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (2) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

None.

The Company leases office space in Piraeus, Greece for monthly rent of €2,500 (approximately USD$2,998$2,863 at December 31, 2017)2018). This lease expires on MayJanuary 31, 2018.2020. This office space is deemed adequate for Company’sCompany’s current operations.

The Company leased office space in Tema, Ghana for monthly rent of GHS1,350 (approximately $300 at December 31, 2018) through January 31, 2019. The Company began leasing a new office space in Tema, Ghana for a monthly rent of $600 in February 2019. The new lease expires on February 2, 2021.

The Company leases a corporate apartment in New York City, to be used by Christos Traios, the Company’sCompany’s President, Chief Executive Officer and sole Director. Mr. Traios spends approximately 35% of the time he devotes to the conduct of business in New York. The monthly leaserent is for $4,100$3,200 and the lease expires on July 12, 2018.31, 2019.

The Company leasesleased a New York office space which iswas utilized for administrative purposes.purposes through August 31, 2018, at which point the lease was terminated. The monthly lease isbase rent for $2,800 and expires on October 1, 2018.the New York office was $2,800.

There are currently no material pending legal or governmental proceedings, relating other than ordinary routine litigation incidental to ourthe business, to which the Company or properties to which we areany of its subsidiaries is a party and to our knowledge, there are no other material proceedings inor of which any of our directors, executive officers, affiliates or shareholders are a party adverse to us or that may have a material interest adverse to us.their property is the subject.

Not applicable.

PART II

Market Information

Our Common Stock is quoted on the OTC Pink tier of the OTC Markets Group, Inc. (the “OTC Pink”) under the symbol “PGAS.” The following table shows the reported high and low closing bid prices per share for our Common Stock based on information provided by the OTC Pink. The over-the-counter market quotations set forth for our Common Stock reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

On March 23, 2018,April 8, 2019, the last closing bid price per share for our Common Stock reported by the OTC Pink was $0.021.$1.90.

Holders

Records of Securities Transfer Corporation, our transfer agent, indicate that as of March 26, 2018,April 11, 2019, we had 5646 record holders of our Common Stock. The number of registered stockholders excludes any estimate by us of the number of beneficial owners of shares of Common Stock held in “street name.” As of March 26, 2018,April 11, 2019, we had 344,607,6723,828,412 shares of our Common Stock and 100 shares of Series A Preferred Stock issued and outstanding.

Dividends

The Company did not declare any cash dividends for the year ended December 31, 2017.2018. Our Board of Directors (which is currently constituted entirely by Christos Traios who serves as the sole member) does not intend to distribute any cash dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of directors and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Mr. Traios considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Securities Authorized for Issuance under Equity Compensation Plans

The Company has no equity compensation plans.

Recent Sales of Unregistered Securities

All of the Company’sCompany’s recent sales of unregistered securities within the past three years have been previously reported as required in Quarterly Reports on Form 10-Q and current reports on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

The Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

The following discussion and analysis of the results of financial condition and results of operations for the fiscal yearsyears ended December 31, 20172018 and 20162017 should be read in conjunction with our consolidated financial statements, and the notes to those consolidated financial statements that are included elsewhere in this Form 10-K.

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Introduction

The Company operates as a fully integrated international merchant of petroleum products, focused on the supply and trade of light petroleum fuel oil (LPFO), refined oil products and other petrochemical products to local refineries in West Africa and Mediterranean countries.

Restatement

During the year ended December 31, 2017 we identified an error in the calculation of our previously reported depreciation expense. We adjusted the accumulated depreciation of our vessels to correct for errors in the respective calculations. Previous periods financial statements were restated accordingly.

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared on the accrual basis of accounting in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”).

Principles of consolidation

The consolidated financial statements of the Company include the consolidated accounts of the Company and its’its’ wholly owned subsidiaries. We list our significant subsidiaries below. All intercompany accounts and transactions have been eliminated in consolidation. We list our significant subsidiaries below:

Petrogres Co. Limited (Marshall Islands)

Petrogress Oil & Gas Energy, Inc. (Texas)

Petronav Carriers LLC (Delaware)(Marshall Islands)

Petrogress Int’lInt'l LLC (Delaware)

Petrogres Africa Co. Limited (Ghanaian) (Ghana; 90%-owned)

Emerging Growth Company

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

Reclassifications

For the year ended December 31, 2016 we reclassified specific amounts of expenses in order to conform to current year presentations of our results. See Note 2 in the Notes to the Consolidated Financial Statements for further information on the reclassifications performed.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of AmericaGAAP 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.

Cash and Cash Equivalents

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

Accounts Receivable, net

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

ForDuring the yearyears ended December 31, 2018 and 2017, an allowance of $395,413 was recordedthe Company recognized a provision for doubtful accounts while no allowanceof $344,466 and $395,413, respectively, for doubtful accounts was recorded as of December 31, 2016. This allowance was charged against trade receivables from specific customers that were deemed doubtful as management estimated there is a probability that these balances would not be recovered by the Company into their entirety.recoverability. This allowanceprovision is presented in theits designated line onin the Consolidated Statements of Comprehensive Income.

For the yearyears ended December 31, 2018 and 2017, wethe Company wrote off receivable balances of other receivables equal to$0 and $326,724, respectively, as management estimated there was a very remote probability that these balances could be recovered. The amount of write-off is presented in the designated line on the Consolidated Statements of Comprehensive Income.

For the year ended December 31, 2016, we wrote off Accounts Receivable balances of $373,371. This amount was included in General and administrative expenses in the filed Financial Statements for the year then ended. During the year ended December 31, 2017, the Company renamed General and administrative expenses to Selling, general and administrative expenses and the amount of write off for the year ended December 31, 2016 has been reclassified to its designated line in the Consolidated Statements of Comprehensive Income in order to conform with the current year presentation. See Note 2 in the Notes to the Consolidated Financial Statements for further information on reclassifications performed.expenses.

Inventories

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

Marketable Securities

We classify 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 shareholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred.

Vessels and other fixed assets, net

During the year ended December 31, 2017, as mentioned above, we adjusted the accumulated depreciation of our vessels to correct for errors in the respective calculations. Previous periods financial statements that were filed in the Form 10-K for the fiscal year ended December 31, 2016 were restated accordingly. The effect of this adjustment to the respective figures is presented below:

The following table presents the adjustments performed to the figures affected from our adjustment on accumulated depreciations:

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

Organization costs

We have adopted the provisions required by the Start-Up Activities topic of the FASB ASCFinancial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) whereby all costs incurred with the incorporation and reorganization of the Company were charged to operations as incurred.

Income taxes

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

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

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

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

Earnings/ (Loss) Per Share

We report 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 Net income by the weighted-average number of shares of Common Stock, common stock equivalents and other potentially dilutive securities outstanding during the period.

As of December 31, 2017,2018, the basic and dilutive weighted average number of shares of Common Stock of the Company is 172,962,382was 3,436,387 and 172,988,7913,522,331, respectively.

As of December 31, 2017, the Company has 26,409basic and dilutive weighted average number of shares of Common Stock of the Company was 1,729,624 and 1,729,888, respectively.

As of December 31, 2018 and 2017, the Company has 85,944 and 264 shares of Common Stock, respectively, which could be deemed to be dilutive and are included in the calculation of dilutive earnings per share for the year ended December 31, 2017.share.

As of December 31, 2017, there were no anti-dilutive securities.

As of December 31, 2016, the basic and dilutive weighted average number of shares of Common Stock of the Company was 161,016,555.

Potentially dilutive securities for the year ended December 31, 2016 including outstanding convertible debt that is convertible into approximately 2,380,266 shares of Common Stock were not included in the calculation of diluted loss per share because their impact was anti-dilutive.

Accounting for Equity-based Payments

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

Comprehensive Income

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

Revenue Recognition

WeIn May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. Companies may use either a full retrospective or a modified retrospective approach to adopt these ASUs. On January 1, 2018, the Company adopted ASU 2014-09, using the full retrospective method, which requires reporting entities to apply the standard as of the earliest period presented in their financial statements. The Company completed its review of its material revenue streams and determined that the adoption of Topic 606 did not have a material impact on the Company’s consolidated statements of operations and consolidated balance sheets.

.

In accordance with FASB ASC 605, Revenue Recognition. ASC 605 requiresthe new guidance, the Company recognizes revenue for crude oil sales and gas oil sales, its primary sources of revenue, at an amount that four basic criteria are met (1) persuasive evidencereflects the consideration that the Company expects to be entitled to receive in exchange for transferring goods or services to its customers. The Company's policy is to record revenue when, (a) control of an arrangement exists, (2) delivery of productsthe goods (crude oil, gas oil and services has occurred, (3)other petrochemical products) passed to its customers and (b) the fee is fixed or determinablevessels charter (voyages and (4) collectability is reasonably assured.long term) when the service rendered to its independent charterers and the affiliated PGL.

Fair Value of Financial Instruments

Our 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-termshort-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. Our 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 our earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. We do not use derivative instruments to moderate its exposure to interest rate risk, if any.

Financial risk is the risk that our earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. We do 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’sentity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (“unobservable inputs”). Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date. In determining fair value, we primarily use prices and other relevant information generated by market transactions involving identical or comparable assets (“market approach”). We also consider the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

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

The three hierarchy levels are defined as follows:

Level 1 - Quoted prices in active markets that is unadjusted and accessible at the measure mentmeasurement 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’sCompany’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 December 31, 2017 and December 31, 2016, respectively, for each fair value hierarchy level:

The following table sets forth a reconciliation of changes in the fair value of our Derivative Liability consideration Level 3 financial liabilities:

Effects of Recent Accounting Pronouncements not yet adopted

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This standard affects the accounting for equity instruments, financial liabilities under the fair value option and the presentation and disclosure requirements of financial instruments. In February 2018, the FASB issued ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) – Recognition and Measurement of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning the recognition of financial assets and liabilities established in ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This includes an amendment to clarify that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years beginning after June 15, 2019. We discuss new accounting standards which have been issued but not yet adopted, their required date of adoption and/or planned dateplan to adopt if earlier,this guidance effective January 1, 2019, as required. We do not expect this guidance to have a significant impact on how it measures financial instruments. We are evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements and related disclosures.

In February 2016, the anticipatedFASB issued ASU No. 2016-02, Leases (“ASU 2016-02”). In January 2018, the FASB issued ASU 2018-01, which provides additional implementation guidance on the previously issued ASU 2016-02. Under the new guidance, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee's obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) a right-of-use asset, which is an asset that represents the lessee's right to use, or control the use of, a specified asset for the lease term. We do not expect this guidance to have a significant impact on consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” These amendments clarify the definition of a business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This update is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The amendments should be applied prospectively as of the beginning of the period of adoption. We do not consider early adoption and is also assessing the impact that adoption of the standards are expected tothis standard will have on our consolidated financial position and results of operations in Note 3– Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements of this Annual Report on Form 10-K.statements.

Liquidity and Capital Resources

For the year ended December 31, 2017,2018, cash and cash equivalents increaseddecreased by $788,916$489,989 compared to a decreasean increase of $1,520,222$788,916 for the year ended December 31, 2016.2017. Ending cash and cash equivalents at December 31, 20172018 was $1,150,999$661,010 compared to $362,083$1,150,999 at December 31, 2016.2017.

For the year ended December 31, 2017,2018, net cash providedused in operating activities was $517,449 compared to net cash generated by operating activities was $714,921 compared to $730,369of $681,368 for the year ended December 31, 2016.2017.

Our Netnet income excluding the non-cash items contributed $2,191,173$1,745,614 to cash from operating activities, reflecting the high gross profit margin of the Company through the year ended December 31, 2017.2018. Assets included in the calculation of the Company’sCompany’s working capital have increaseddecreased by $2,859,188$1,408,249 mainly from the increase of accounts receivable and inventoriesclaims receivable which have increased by $2,803,354$615,014 and $171,500$547,600 respectively. This increase has been financed mainly by our Netnet income and the increase of our liabilities included in working capital, namely the increase in Accounts payable and Amounts due to related partyPrepaid expenses which have increased by $1,100,419 and $266,153 respectively$968,420 during the year ended December 31, 2017.

Our Net income excluding the non-cash items contributed $1,156,097 to cash from operating activities, reflecting the high gross profit margin of the Company through the year ended December 31, 2016. This cash inflow from operating activities was supported by the amounts contributed to the Company by related party, equal to $234,600 and was used amongst other to repay outstanding accounts payable, equal to $667,203 as of the year ended December 31, 2016.2018.

During the year ended December 31, 2017,2018, cash used in investing activities was a result of capital improvements of fixed assets of $179,313$96,553 compared to 450,591$179,313 for the year ended December 31, 2016.2017.

During the year ended December 31, 2017,2018, cash provided by financing activities were the result of: $275,000$126,500 of funding provided by Christos Traios, our President, Chief Executive Officer and sole Director under the terms of thea Revolving Line of Credit agreement, presented in Note 12 in the Notes to Consolidated Financial Statements below; offset by the repayment of the assumed Mammoth notes of $26,767.

During the year ended December 31, 2016, cash used in financing activities were the result of the dividend paid by Petrogres Co. Limited in February 2016 to its sole shareholder prior to the SEA, amounting to $1,800,000.Agreement dated July 13, 2017 (the “Credit Agreement”) .

Our need for capital resources is driven by our expansion plans, ongoing maintenance and improvement of our vessels, support of our operational expenses, corporate overhead and the expenses we suffer in order to comply with the regulatory requirements of SEC. Specifically, Petrogress, Inc. which is, the listedparent company, of Petrogress, Inc. group of Companies, does not have revenues while it suffers all the necessary operating and general and administrative expenses in order to comply with the regulatory requirements of the SEC. These costs which equal $459,736 have produced along with the rest of the expenses Petrogress, Inc. suffers a Net income of $485,437 for the year ended December 31, 2017.

Since the reverse acquisition of Petrogres on February 19,29, 2016, the Company’sCompany’s principal sources of cash are a)(a) net cash provided from operating activities, which includes the sale and shipment of petroleum products, and b)(b) cash loaned or contributed to the Company by Mr. Traios.Christos Traios, our President, Chief Executive Officer and sole Director.

During

On October 31, 2018, Christos P. Traios, notified the year ended December 31, 2017, cashCompany that he was terminating the Credit Agreement pursuant to which Mr. Traios provided by operating activities amounted to $714,921. From this amount, $138,519 was provided from Petrogres Co. Limited to Petrogress Inc. –the listed companya revolving line of the group-. This amount was deprived from the operations of Petrogres Co Limited in order to finance the needs of the listed entity, imposing additional difficultiescredit in the efficient runningprincipal amount of group’s cash generating activities, specificallyup to $1,000,000 to the oil trading performed by Petrogres Co Ltd.

During the year ended December 31, 2017 Mr. Traios lent the Company $275,000Company. As such, no further advances were made under the termsCredit Agreement and existing advances in principal amount of $148,900 under the Revolving Line of Credit facility presented in Note 12 inwill become due upon the Notes to Consolidated Financial Statements below. As described in Note 10 below, Christos Traios advanced the Company $52,500 and he was repaid $24,652 during the year ended December 31, 2017. The amounts borrowed or advanced to the Company by Mr. Traios were necessary in order to cover among others, the expenses suffered by Petrogress, Inc. the listed company of Petrogress, Inc. group of companies.current maturity date, July 13, 2019.

Management seeks to secure the necessary financing for the expansion of Company’s operations, taking into consideration that any potential financing agreement should not deteriorate the investment of the shareholders in our Company, specifically the terms of a potential financing agreement should not cause dilution to the shares holdings of our investors. This effort becomes more challenging taking into consideration the low price our share is traded. The average price of our share for 2017 was $0.0032, significantly below $1. The conversion mechanism of a potential financing agreement in the form of convertible promissory note would require the issuance of additional shares in the option of the holder of the debt, which would deteriorate the investing position of our shareholders.

Company’s operations. Based on our current plan, we believe our expected cash flows from operations will be sufficient to finance our present activities and capital expenditures for a period of at least 12 months after the date of this report. Our intention to expand our operations, increase the oil sales or go into new projects-operations will be subject to extraadditional financing, support.

Our liquidity mayassuming such financing can be adversely affected as described in “Risks Relatedobtained on terms acceptable to our Business” as described in ITEM 1A. “RISK FACTORS.”management.

Results of Operations

We operate a fully integrated oil commodity business, including upstream, midstream and downstream operations, primarily serving West African 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; and 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.Ghana.

Our main operations are managed by an experienced team, located in Piraeus, Greece.

Comparison of Years Ended December 31, 20178 and 20167

Revenues

Net sales for the yearyears ended December 31, 2018 and 2017, were $9,026,962 and 2016 were $9,163,356, and $18,075,327, respectively, a decrease of $8,911,971$136,394 or approximately 49%1%. Sales were comprised of the following:

The decrease in sales resulted primarily from the extensive period of repairs and improvements that two of our vessels underwent during this year, which consequently caused a reduction in shipments and deliveries of our products.

Costs of goods sold

CostsCosts of goods sold for the yearyears ended December 31, 2018 and 2017, were $5,068,717 and 2016, were $5,619,978, and $14,957,417 respectively, a decrease of $9,337,439$551,261 or approximately 62%approximately10%, and were comprised of the following:

During the year ended December 31, 2017 we adjusted the classification of our expenses in order to improve the presentation of the Financial Statements and the level of information users obtain. We included in our Costs of goods sold the following categories of expenses: Oil purchase costs, Shipping and handling costs and Direct vessels operating expenses.

Oil purchase costs include the costs for purchasing the gas oil and crude oil that the Company then resells through its subsidiaries Petrogres Co Limited and Petrogres Africa Company Limited.

Shipping and handling costs include all the costs necessary to bring the commodity to the possession of the final customer. Most significant items in this category of expenses are crew wages, bunkers and port expenses.

Direct vessels operating expenses include all the expenses necessary to maintain Company’s vessels in a proper condition in order to be able to serve the Company and its final customers. These expenses mainly consist of maintenance & repairs expenses, provisions and management expenses.

For the year ended December 31, 2016 we reclassified specific amounts of expenses in order to present our results of operations in accordance with the foregoing categories of expenses and to conform to the current year presentation.

Specifically, in relation to Costs of goods sold, we performed the following reclassifications of expenses for the year ended December 31, 2016 as filed: a) an amount of $1,531,400 previously classified in Operating Costs, was reclassified to Shipping and handling expenses; b) an amount of $906,303 previously classified in Operating Costs, was reclassified to Direct vessels operating expenses; c) an amount of $22,500 was reclassified from Selling, general and administrative expenses to Direct vessels operating expenses.

Overall CostsCosts of goods sold has decreased by 62%10% while revenue from sales of goods has decreased by approximately 49%1%, reflecting the continuous efforts we make in order to improve our cost efficiency and increase profits for our shareholders.

Corporate expenses

During the year ended December 31, 2017, management established Corporate expenses as a separately identifiable category of expenses, in order to improve the presentation and the overall level of information users of the Financial Statements of the Company can obtain. Corporate expenses mainly include the expenses suffered fromincurred by Petrogress, Inc. which is the listed company of our group in order to comply with all the regulatory requirements.Inc.. These include compensation of Christos Traios, our President, Chief Executive Officer and sole Director, consultants and professional services namely legal and audit fees, and travel expenses of Mr. Traios to our New York office. Expenses included in the filed Financial StatementsCorporate expenses for the year ended December 31, 2016 have been reclassified in different categories in order to improve overall presentation. Amounts2018 and 2017 were $254,289 and $465,274, respectively, a decrease of $418,604 and $100,160 previously included in Selling, general and administrative and Operating costs respectively, have been reclassified in Corporate expenses. Corporate expenses have been reduced by $53,491$210,985 or 10% reflecting our continuous efforts to allocate more efficiently our available resources.approximately 45%.

Selling, general and administrative expenses

During the year ended December 31, 2017, management established Corporate expenses as a separately identifiable category of expenses, in order to improve the presentation and the overall level of information users of the Financial Statements of the Company can obtain. Corporate expenses mainly include the expenses suffered from Petrogress, Inc. which is the listed company of our group in order to comply with all the regulatory requirements. These include compensation of Christos Traios, our President, Chief Executive Officer and sole Director, consultants and professional services namely legal and audit fees, and travel expenses of Mr. Traios to our New York office. Expenses included in the filed Financial Statements for the year ended December 31, 2016 have been reclassified in different categories in order to improve overall presentation. Amounts of $418,604 and $100,160 previously included in Selling, general and administrative and Operating costs respectively, have been reclassified in Corporate expenses. Corporate expenses have been reduced by $53,491 or 10% reflecting our continuous efforts to allocate more efficiently our available resources.

Specifically, Selling, general and administrative expenses were decreased by $636,403 as a result of the following reclassifications: a) an amount of $177,970 previously included in Operating Costs, was reclassified to Selling, general and administrative expenses; b) an amount of $373,271 previously included in Selling, general and administrative costs, was reclassified to the designated caption on the Statements of Comprehensive Income, Write offs of accounts receivable; c) an amount of $22,500 previously included in Selling, general and administrative costs, was reclassified to Direct vessels operating expenses and d) an amount of $418,602 previously included in Selling, general and administrative costs, was reclassified to Corporate expenses;

For the year ended December 31, 20172018, Selling, general and administrative expenses decreasedincreased to $1,162,929$2,095,839 compared to $1,373,698$1,162,930 for the year ended December 31, 2016, a decrease2017, an increase of $210,769$932,909 or approximately 15%80%. This decrease is mainly due to the fall in sales activity due to the maintenance and improvements that two of our vessels underwent during the year ended December 31, 2017 and enhanced cost control efficiency during the same period.

Net income

Net income for the year ended December 31, 20172018 was $293,427$324,698 compared to Netnet income of $58,224$293,427 for the year ended December 31, 2016 as restated. 2017, an increase of $31,271 or approximately 11%.

The contributionperformance of Company’sCompany’s significant subsidiaries to Net income of the group for the current year ended December 31, 20172018 was as follows:

Petrogres Co. Limited performs most of the trading of the oil products along with Petrogres Africa Company Limited. Petrogres Co. Limited contributed $8,315,356$8,555,963 or 90.7%94.78% of the Company’sCompany’s revenues for the year ended December 31, 2017,2018, net of intercompany eliminations. For the year ended December 31, 2017,2018, Petrogres Co. Limited had a Grossgross profit of $2,014,105$1,438,146 equal to 21%16.63% of its revenues. Petrogres Co. Limited had a Net income equal to $611,780$456,310 for the year ended December 31, 2017.2018.

High profitability of Petrogres CoCo. Limited allows it to finance the necessary expenses for the maintenance and proper operationoperations of the Company’s vessels.Company. Petrogres CoCo. Limited along with the amounts loaned and/or contributed by Mr. Traios are the two sources of capital of parent company Petrogress, Inc. which suffers all the expenses that are necessary for regulatory compliance and overall operation. The following table presents the results of operations of Petrogres Co. Limited for the years ended December 31, 2018 and 2017, & December 31, 2016 before the intercompany eliminations performed. The table is included herein only for the purpose of management’s discussion over our results:

Petronav Carriers, LLC operates, manages and hires the Company’s beneficially owned vessels to Petrogres Co,Co. Limited. A significant portion of Petronav Carriers, LLC’sLLC’s expenses relate to crew expenses, repairs &and maintenance of the vessels, insurance expenses, bunkers, port expenses and respective depreciation for vessels. For the year ended December 31, 2017,2018, Petronav Carriers, LLC had a Net lossnet income of $191,515.$478,513. For the year ended December 31, 20172018, Petronav Carriers LLC revenues consisted of $3,065,200$2,257,600 from the hires of the vessels to Petrogres CoCo. Limited and $480,000 from the management fees from the affiliated ship-owning companies. The foregoing revenues have been eliminated for the Consolidated Financial Statements. The following table presents the results of operations of Petronav Carriers, LLC for the years ended December 31, 20172018 & December 31, 20162017 before the intercompany eliminations performed. The table is included herein only for the purpose of management’s discussion over our results:

Petrogress, Inc. is the listedparent holding company of the Petrogres, Inc. group of companies.group. Petrogress, Inc. does not have revenues while it suffers all the necessary operating and general and administrative expenses in order to comply with the regulatory requirements of SEC. These costs, equal to $459,736$584,364, primarily contribute to the Netnet loss incurred by the holding company of $485,437$735,033 for the year ended December 31, 2017.2018. The Netnet loss reflects the expenses necessary for the regulatory compliance of Petrogress, Inc. and its overall operation as a publicpublicly reporting company. This Net loss has been financed by the trading operations of Petrogres Co Limited which contributed $138,519 during the year ended December 31, 2017; and by the amounts the Company borrowed from Mr. Traios during the same period. The following table presents the results of Petrogress, Inc. for the years ended December 31, 20172018 and December 31, 2016. 2017.

The table is included herein only for the purpose of management’smanagement’s discussion over the results of the Company:

After the intercompany eliminations, the Netnet income of the Company for the year ended December 31, 20172018 amounts to $294,669. See Note 10 to Notes of the Consolidated Financial Statements for further information on the eliminations that led to the foregoing result.  $324,698.

Effective September 30, 2017, Petrogress Int’l LLC purchased from Mr. Traios 1,080,000 shares of Petrogres Africa Company Limited (“PGAF”), a Ghanaian limited company. The shares of PGAF acquired comprise 90% of its issued and outstanding shares. The acquisition is vital for the Company’s strategic objective to expand operations and its presence in West Africa. The initial consideration for the forgoing shares was $1,080,000 and Mr. Traios forgave an amount of $180,000 leading to a final consideration of $900,000 included in Amounts Due to Related party in the Consolidated Balance Sheet as of December 31, 2017.

Petrogres Africa Company Limited was incorporated in the summer of 2017 and holds a current Ghanaian business permit, and is authorized to conduct local sales of oil products and shipping business from the Port of Tema in Greater Accra. Port facilities in Tema will provide a service and operations hub for the Company tankers currently involved in West Africa and Nigerian oil trading and transport.  The Port of Tema also serves as a secondary hub for repair, supply and transport ship operators servicing Ghana’s Tano Basin offshore oil fields in the Gulf of Guinea. Through Petrogres Africa Company Limited, the Company will strengthen its presence and position a promising market in West Africa and sub-Saharan countries with a population of more than 1.3 billion people designated as the next developing region. 

Since the date common control was established, Petrogres Africa Company Limited has already contributed $725,500 of revenue to the Company.

Mr. Traios initially acquired 90% of PGAF shares at their par value for a consideration of $900,000, on August 17, 2017.  The Company has accounted for the purchase of shares of PGAF as a business acquisition under common control and as such, the assets have been transferred at carrying costs as of the date of acquisition, and the activity of the acquired entity has been combined as of the date common control as established in line with the provisions of ASC 805-50-25-2, on August 17, 2017.  The difference between the consideration paid by Mr. Traios, and the net assets of PGAF on August 17, 2017, has been allocated to goodwill. The Company has one year from the date of acquisition to finalize the valuation analysis and has engaged a third-party valuation specialist for this assessment. The business combination is not material for disclosure of pro-forma accounts.  The Company has recognized Non-controlling interests equal to $100,000 as of the date common control was established.

Off Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.investors.

Our Company is a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act, and as such, is not required to provide the information required under this Item.

All financial statements required by this Item are presented beginning on Page F-1, and are incorporated herein by this reference.

None.

Evaluation of Disclosure Controls and Procedures

Christos Traios, our principal executive officerChief Executive Officer and Nikolaos Mourtzanos,Evangelos Makris, our principal financial officer,Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of December 31, 2017,2018, 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 December 31, 20172018 were not effective to provide reasonable assurance that information required to be disclosed in the Company’sCompany’s periodic filings under the Exchange Act is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

Management's Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company's internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of our annual financial statements, Christos Traios, our principal executive officerChief Executive Officer and sole Director and Nikolaos Mourtzanos,Evangelos Makris, our principal financial officer,Chief Financial Officer, have assessed the effectiveness of internal control over financial reporting as of December 31, 2017,2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or the COSO Framework, and SEC guidance on conducting such assessments. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of those controls. Based on this evaluation and qualified by the “Limitations on Effectiveness of Controls” set forth in this Item 9A below, management has determined that as of December 31, 2017,2018, our internal controls over financial reporting were not effective and there are material weaknesses in our internal controls over financial reporting.

The Company’sCompany’s management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate accounting qualifications.

Attestation Report of the Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company’sCompany’s registered public accounting firm pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, wherein non-accelerated filers are exempt from Sarbanes-Oxley internal control audit requirements.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal controls over financial reporting during the fourth quarter of the year ended December 31, 20172018 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 disclosure controls and procedures will achieve their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are internal resource constraints, and the benefit of controls must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within our company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated objectives under all potential future conditions.

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

None.

PART III

Directors and Executive Officers

The following individuals currently serve as the sole director and executive officers of our Company. All directors of our Company hold office until the next annual meeting of shareholders or until their successors have been elected and qualified. The executive officers of our Company are appointed by our Board of Directors and hold office until their death, resignation or removal from office.

Christos Traios, age 58,59, was appointed to serve as a director and our President and Chief Executive Officer on March 15, 2016. Mr. Traios has been in the maritime industry for more than 25 years and has been in the oil business for eight years. Since acquiring control of the Company, by virtue of the SEA with Petrogres Co. Limited, Mr. Traios has served as its sole director, President and Chief Executive Officer. He currently serves as Chief Executive Officer and Managing Director of Navigas Carriers Inc., a sea transporter of liquefied natural gas, and Oceanus Natfiki LLC, a provider of vessel management services within the dry-bulk industry. Mr. Traios attended Master Mariner & Law Maritime School for three years and served as second captain in the shipping industry for three years. Mr. Traios is a citizen of Greece.

Mr. Traios’sTraios’s experience as our President and in management generally, as well as his extensive experience in the areas of crude oil purchasing and selling, and tanker vessel shipping and management of operations qualify him to serve as a director of our Company.

Nikolaos MourtzanosEvangelos Makris, age 37,36, was appointed on March 9, 201819, 2019 to serve as Chief Financial Officer in a consulting capacity on a part time basis. Mr. MourtzanosMakris has been the Finance Manager of Petrogress, Inc. since January 2018. From April 2017 through January 2018 he served as Financial Controller of Antares Shipmanagement SA (“Antares”), a company owning and managing a fleet of up to 4 product/ chemical vessels. His primary responsibilities with Antares included overseeing company’s financial functions and management reporting, and communicating with its stakeholders.

March 2019. Prior to holding that position, Mr. Mourtzanos served from March 2016 until March 2017 as Financial Controller of Boston Carriers, Inc., (“Boston Carriers”) an OTC traded company, owning 1 drybulk vessel. As Financial Controller, Mr. Mourtzanos oversaw the company’s financial reporting, financial functions and communicated with the company’s stakeholders.

From September 2008 through March 2016 Mr. MourtzanosMakris served as an auditora Senior Accountant in the ACR and FAAS Department of Ernst & Young S.A. as well as the Blackstone Group in Luxembourg overseeing a large portfolio of international companies specializing in the Real Estate business. His duties/responsibilities, included but were not limited to, preparing the Stand-alone and Consolidated Financial Statements as well as the quarterly and annual reports, managing a team of junior accountants involved in the bookkeeping, communicating with PwC. Hevarious parties regarding loan facilities, valuation reports and involvement in the process of the acquisition and sale of properties. Mr. Makris holds a Bachelor of Science in EconomicsBusiness Administration (Accounting and a MasterFinance) from the American College of Science in Finance & Accounting, from Athens University of Economics and Business, Greece and he is a Fellow ACCA memberGreece.

Involvement in Certain Legal Proceedings

Neither our sole director nor any executive officer has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has he been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.

Compliance with Section 16(a) of the Exchange ActBeneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires each of our officers and directors and each person who owns more than 10% of a registered class of our equity securities to file with the SEC an initial report of ownership and subsequent reports of changes in such ownership. Such persons are further required by SEC regulations to furnish us with copies of all Section 16(a) forms (including Forms 3, 4 and 5) that they file. Based solely on our review of the copies of such forms received by us with respect to fiscal year 2017,2018, or written representations from certain reporting persons, we believe all of our officers and directors and persons who own more than 10% of our Common Stock have met all applicable filing requirements.

Code of Ethics for Financial Executives

We adopted a Code of Corporate Conduct and Ethics for our employees, officers and directors to promote honest and ethical conduct and to deter wrongdoing. This code applies to our Chief Executive Officer, Chief Financial Officer and other employees performing similar functions. Our Code of Ethics is available on our website (www.petrogressinc.com).

Board Committees and Financial Expert

The Company does not currently maintain separate audit, nominating or compensation committees. When necessary, Christos Traios, our President, Chief Executive Officer and sole Director performs the tasks that would be required of those committees. Furthermore, we do not have a qualified financial expert serving on the Board of Directors at this time, because we have not been able to hire a qualified candidate and we have inadequate financial resources at this time to hire such an expert.

The following table sets forth all compensation for the last two fiscal years awarded to, earned by or paid our chief executive officer and our only other compensated executive officer serving during the last completed fiscal year (collectively, the "Named Executives"):

Summary Compensation Table