Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 06, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | PETROGRESS, INC. | ||
Entity Central Index Key | 1,558,465 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | No | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 406,505 | ||
Entity Common Stock, Shares Outstanding | 166,795,087 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 362,083 | $ 1,882,305 |
Accounts receivable, related party | 2,427,668 | 2,650,171 |
Prepaid expenses and other current assets, including advances to shareholder of $395,009 in 2016 and $331,877 in 2015 | 1,058,088 | 1,209,960 |
Marketable securities | 20,940 | |
Total current assets | 3,868,779 | 5,742,436 |
Property and equipment, net | 5,919,067 | 6,144,000 |
Security deposit | 8,775 | |
Total Assets | 9,796,621 | 11,886,436 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 148,269 | 809,473 |
Due to related party | 234,600 | |
Convertible promissory note | 44,887 | |
Derivative liability | 65,499 | |
Total current liabilities | 493,255 | 809,473 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued | ||
Common stock, $0.001 par value; 490,000,000 shares authorized; 166,795,807 (2016) and 136,000,000 (2015) issued and outstanding | 166,796 | 136,000 |
Additional paid-in capital | 8,423,641 | 8,666,838 |
Accumulated comprehensive loss | 15,660 | |
Retained earnings | 697,269 | 2,274,125 |
Total stockholders' equity | 9,303,366 | 11,076,963 |
Total liabilities and stockholders' equity | $ 9,796,621 | $ 11,886,436 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Prepaid expenses, officer portion | $ 395,009 | $ 331,877 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | ||
Preferred Stock, shares outstanding | ||
Common Stock, par value | $ 0.001 | |
Common Stock, shares authorized | 490,000,000 | 490,000,000 |
Common Stock, shares issued | 166,795,807 | 136,000,000 |
Common Stock, shares outstanding | 166,795,807 | 136,000,000 |
CONSOLIDATED CONSOLIDATED STATE
CONSOLIDATED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues | $ 18,075,327 | $ 21,579,013 |
Cost of goods sold | 12,497,214 | 15,705,806 |
Gross profit | 5,578,113 | 5,873,207 |
Operating expenses: | ||
Operating Costs | 2,715,835 | 3,034,938 |
Administration Costs | 2,010,101 | 1,011,110 |
Depreciation | 676,328 | 663,500 |
Total operating expenses | 5,402,265 | 4,709,548 |
Operating income before other expenses and income taxes | 175,848 | 1,163,659 |
Other income (expense): | ||
Amortization of note discount | (48,974) | |
Change in fair market value of derivative liabilities | 152,169 | |
Total other income, net | 103,195 | |
Income before income taxes | 279,043 | 1,163,659 |
Income tax expense | 55,900 | 81,456 |
Net Income | 223,143 | 1,082,203 |
Other comprehensive loss, net of tax | ||
Unrealized loss on marketable securities | ||
Comprehensive income (loss) | $ 223,143 | $ 1,082,203 |
Net income per share | $ 0.002 | $ 0.009 |
Weighted average number of common shares outstanding Basic and fully diluted | 161,016,555 | 136,000,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Common Stock | Common Stock to be issued | Additional Paid-in Capital | Accumulated Comprehensive Loss | Accumulated Deficit | Total |
Beginning balance, shares at Dec. 31, 2014 | 136,000,000 | |||||
Beginning balance, amount at Dec. 31, 2014 | $ 136,000 | $ 8,666,838 | $ 1,191,922 | $ 9,994,760 | ||
Net income | 1,082,203 | 1,082,203 | ||||
Ending balance, shares at Dec. 31, 2015 | 136,000,000 | |||||
Ending balance, amount at Dec. 31, 2015 | $ 136,000 | 8,666,838 | 2,274,125 | 11,076,963 | ||
Reorganization due to recapitalization, shares | 23,000,000 | 1,000,000 | ||||
Reorganization due to recapitalization, amount | $ 23,000 | $ 1,000 | (343,784) | (319,784) | ||
Reclassification of derivative liability upon conversion of convertible note | 82,651 | 82,651 | ||||
Unrealized gain on marketable securities | 15,660 | 15,660 | ||||
Common stock shares cancelled, shares | (4,193) | |||||
Common stock shares cancelled, amount | $ (4) | 4 | ||||
Reclassification of note discount upon conversion of convertible note | 2,700 | 2,700 | ||||
Common stock issued for convertible notes, shares | 7,800,000 | (1,000,000) | ||||
Common stock issued for convertible notes, amount | $ 7,800 | $ (1,000) | 15,232 | 22,032 | ||
Dividend paid | (1,800,000) | (1,800,000) | ||||
Net income | 223,144 | 223,143 | ||||
Ending balance, shares at Dec. 31, 2016 | 166,795,807 | |||||
Ending balance, amount at Dec. 31, 2016 | $ 166,796 | $ 8,423,641 | $ 15,660 | $ 697,269 | $ 9,303,366 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from operating activities: | ||
Net income | $ 223,143 | $ 1,082,203 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation | 676,328 | 663,500 |
Amortization of discount on convertible note | 35,006 | |
Non cash interest expense | 13,968 | |
Net cash acquired in recapitalization | 517 | |
Change in fair value of derivative liabilities | (152,169) | |
Change in operating assets and liabilities: | ||
Increase in accounts receivable | (81,720) | (865,662) |
Increase in prepaid assets | (147,827) | (525,872) |
Decrease in amounts due from related parties | 253,142 | |
Decrease in accounts payable and accrued expenses | (557,749) | (77,762) |
Increase in due to officer | 66,600 | |
Net cash provided by (used in) operating activities | 515,567 | (196,321) |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (449,380) | |
Payment of security deposits | (8,775) | |
Net cash used in investing activities | (458,155) | |
Cash flows from financing activities: | ||
Dividends paid | (1,800,000) | |
Net cash provided by financing activities | (1,800,000) | |
Net decrease in cash and cash equivalents | (1,742,588) | (196,321) |
Cash and cash equivalents, Beginning | 1,882,305 | 526,656 |
Cash and cash equivalents, Ending | 362,083 | 1,882,305 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Schedule of non-cash investing and financing activities | ||
Reclassification of derivative liability upon repayment of convertible debt | 82,651 | |
Common stock issued for conversion of notes and interest payable | 24,732 | |
Change in fair value for available for sale marketable securities | $ 1,140 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Note 1 - Organization Petrogress, Inc. (the Company or Petrogress) operates 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 three 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 the tanker fleet currently consisting of four vessels; and Petrogress Oil & Gas Energy Inc., which is primarily focused on purchasing interests in oil fields in Texas and exporting liquefied natural gas. We were originally incorporated in the State of Florida on February 10, 2010 under the name 800 Commerce, Inc. for the purpose of marketing credit card processing services on behalf of merchant payment processing service providers. Effective March 25, 2016, we changed our name from 800 Commerce, Inc. to Petrogress, Inc. and effective November 30, 2016, we changed our state of domicile from the State of Florida to the State of Delaware. Securities Exchange Agreement On February 29, 2016, we entered into a Securities Exchange Agreement (the SEA) with Petrogres Co. Limited, a Marshall Islands corporation (Petrogres), and its sole shareholder. Pursuant to the terms of the SEA, the Company acquired 100% of Petrogres and its affiliated companies. In exchange, the Company issued to the sole shareholder of Petrogres 136,000,000 shares of restricted common stock, representing 85% of the issued and outstanding shares of the Companys common stock at the closing of the transaction. As part of the transaction, the sole shareholder and chief executive officer (CEO) of Petrogres, Christos Traios, was appointed as CEO and as a director of the Company and B. Michael Friedman resigned as an officer and director. In addition, the Companys Board of Directors (the Board) approved an amendment to the Companys Articles of Incorporation, increasing the authorized capital to 490,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share. The SEA has been accounted for as a reverse acquisition and recapitalization of the Company whereby Petrogres effectively became a public company, which has allowed us to increase our operational efficiency and continue to expand our operations. As a result of this transaction, we acquired both the assets and operations of Petrogres and its wholly-owned subsidiaries. Description of Business We operate primarily as a holding company for our three wholly-owned subsidiaries: Petrogres, Co. Limited; Petronav Carriers LLC; and Petrogress Oil & Gas Energy, Inc. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - 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 ("US GAAP"). The consolidated financial statements of the Company include the consolidated accounts of the Company and its wholly owned subsidiaries listed below. All intercompany accounts and transactions have been eliminated in consolidation. Petrogres Co. Limited (Marshall Islands) Petrogress Oil & Gas Energy, Inc. (Texas) Petronav Carriers LLC (Delaware) Emerging Growth Company We qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 as amended (the Securities Act) for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. Accounts Receivable /Concentrations of Credit Risk The Company and its affiliates are engaged primarily in the purchase, transport and processing of oil and petroleum products. The Company performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral from its customers. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade accounts receivables. The Company places its temporary cash investments with financial institutions and limits the amount of credit exposure to any one financial institution. Concentrations of credit risk with respect to trade receivables are limited due to the short payment terms dictated by the industry and operating environment. As of December 31, 2016 and 2015, the Company had no significant concentrations of credit risk. Marketable Securities The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income (loss), a separate component of stockholders equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred. Depreciation The Company's vessels and other assets are depreciated using primarily the straight-line method over the estimated useful lives. Inventory The Company's inventory, which consists primarily of crude oil purchases on the vessel in transport, is valued at the lower of cost or market using the mark-to-market method of valuation. Revenue Recognition The Company recognizes revenues after products are delivered to contracted customers. Products in transit at the end of an accounting period are recorded at an estimated value which is adjusted upon load certification. The Company recognizes revenue in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605, Revenue Recognition. ASC 605 requires that the following four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. Fair Value of Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Credit risk adjustments are applied to reflect the Companys 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 Companys own credit risk as observed in the credit default swap market. The Companys financial instruments consist principally of marketable securities, the fair value of which is determined based on Level 1 inputs. Level 1 inputs consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Companys derivative liability resulting from the issuance of convertible debt is adjusted to fair value based on recent sales of the underlying common stock and the use of an option pricing model, which are consistent with Level 3 inputs. See Note 6. The following table represents the Companys financial instruments that are measured at fair value on a recurring basis as of December 31, 2016 for each fair value hierarchy level: December 31, 2016 Derivative Marketable Total Level I $ $ 20,940 $ 20,940 Level II $ $ $ Level III $ 65,499 $ $ 65,499 The carrying amount of the Companys accounts payable approximate fair value to their short term. Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties. The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Companys tax years subsequent to 2010 remain subject to examination by federal and state tax jurisdictions. Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Potentially dilutive securities for the periods ended December 31, 2016 includes the Companys outstanding convertible debt that is convertible into approximately 2,380,266 shares of common stock were not included in the calculation of diluted income per share because their impact was anti-dilutive. Accounting for Stock-based Compensation The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Companys common stock and recognized as expense during the period in which services are provided. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. Comprehensive Income The Company has adopted ASC Topic 220, "Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Items included in the Companys comprehensive loss consist of unrealized losses on available-for-sale securities. Date of Management's Review Management has evaluated subsequent events through March 31st, 2017, the date on which the financial statements were available to be issued. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 3 Fixed Assets Fixed assets consisted of the following as of December 31, 2016 and 2015: 2016 2015 Vessels $ 9,999,380 $ 9,550,000 Furniture and equipment 89,328 85,000 10,088,708 9,635,000 Less: accumulated depreciation (4,169,641 ) (3,491,000 ) $ 5,919,067 $ 6,144,000 Property and equipment are stated at cost, and depreciation is provided by use of straight-line methods over the estimated useful lives of the assets. The estimated useful lives of property and equipment are as follows: Vessels 15 years Office equipment and furniture 10 years Computer hardware 5 years Depreciation expense of $676,328 and $663,500 was recorded for the years ended December 31, 2016 and 2015, respectively. |
Sales Concentration and Concent
Sales Concentration and Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Sales Concentration and Concentration of Credit Risk | Note 4 - Sales Concentration and Concentration of Credit Risk Sales and Accounts Receivable The following is a summary of customers who accounted for more than ten percent (10%) of the Companys revenues for the years ended December 31, 2016 and 2015 and the accounts receivable balance as of December 31, 2016: Customer Sales % 2016 Sales % 2015 Accounts A 25.4 % 19.5 % $ 480,875 B 21.6 % 16.7 % 158,980 C 20.1 % 23.0 % 937,483 D 13.7 % E 20.8 % 100,433 $ 1,677,771 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5 - Convertible Notes Payable Effective with the SEA, Petrogres assumed and acquired two convertible promissory notes that were issued to Mammoth Corporation (Mammoth). Mammoth Note 1 had a balance of $31,339 and Mammoth Note 2 had a balance of $38,280. Mammoth Note 1 and Mammoth Note 2 are referred to as the Mammoth Notes. The Mammoth Notes became due on September 9, 2016. The Company determined that the conversion feature of the Mammoth Notes represent an embedded derivative since the Notes are convertible into a variable number of shares upon conversion. Accordingly, the Mammoth Notes were not considered to be conventional debt under EITF 00-19 and the embedded conversion feature was bifurcated from the debt host and accounted for as a derivative liability. Accordingly, the fair value of these derivative instruments being recorded as a liability on the consolidated balance sheet with the corresponding amount recorded as a discount to each Note. Such discount is being amortized from the date of issuance to the maturity dates of the Notes. The change in the fair value of the liability for derivative contracts are recorded in other income or expenses in the consolidated statements of operations at the end of each quarter, with the offset to the derivative liability on the balance sheet. The embedded feature included in the Mammoth Notes resulted in a debt discount of $48,975 on the date the Mammoth Notes were assumed and a derivative liability of $300,321. A summary of the derivative liability balance of the Mammoth Notes as of December 31, 2016 is as follows: 2016 Balance assumed $ 300,321 Reduction for conversion (82,652 ) Fair Value Change (152,170 ) Ending Balance $ 65,499 The fair value at the assumption and re-measurement dates for the Companys derivative liabilities were based upon the following management assumptions as of December 31, 2016: Assumption date Remeasurement date Expected dividends -0- -0- Expected volatility 363 % 366 % Expected terms in months 6 3 Risk yield .49 % .28 % A summary of the convertible notes payable balance as of December 31, 2016 is as follows: 2016 Assumed Balance $ 69,619 Conversion of convertible notes (24,732 ) Ending Balance $ 44,887 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 - Related Party Transactions Due to Stockholders Officers compensation For the years ended December 31, 2016 and 2015, the Company recorded expenses to its officers the following amounts, included in Administration Costs in the statements of operations, included herein: Years ended December 31, 2016 2015 President, Chief Executive Officer and Chief Financial Officer $ 100,000 $ The Company accrued $100,000 (included in Due to Stockholders on the balance sheet presented herein) of officers compensation during the year ended December 31, 2016, in recognition of agreeing to compensate the Companys President, Chief Executive Officer and Chief Financial Officer $10,000 per month effective April 1, 2016. Officers advances During the year ended December 31, 2016, our Chief Executive Officer advanced the Company $172,100 and was repaid $37,500. As of December 31, 2016, the Company owed the Chief Executive Officer $134,600 (included in Due to Stockholders on the balance sheet presented herein). Intercompany transactions All intercompany accounts and tra $224,065 that Petrogress, Inc. owes to Petrogres Co. Limited for travel expenses paid by Petrogres Co. Limited on behalf of Petrogress, Inc. $5,000 that Petrogres Co. Limited advanced to Petrogress, Inc. $100,000 that Petrogres Oil & Gas advanced to Petrogress, Inc. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Note 7 - Stockholders Equity Common Stock Effective February 29, 2016, the Company issued 1,101,642 shares of the Companys common stock to Agritek Holdings, Inc. pursuant to a Debt Settlement Agreement in full settlement of the amount owed to Agritek of $283,547. Upon completion of the SEA between the Company and Petrogres, the Company issued to the sole Petrogres shareholder 136,000,000 shares of common stock of the Company in exchange for one hundred percent (100%) of the issued and outstanding share capital of Petrogres from the sole shareholder of Petrogres. On March 7, 2016, the Company issued 1,000,000 shares of common stock to Mammoth upon the conversion of $2,700 of principal at a conversion price of $0.0027 per share. On April 11, 2016, the Company issued 6,800,000 shares of common stock to Mammoth upon the conversion of $22,032 of principal at a conversion price of $0.00324 per share. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 - Income Taxes Deferred income taxes reflect the net tax effects of operating loss and tax credit carry forwards and temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Due to the uncertainty of the Companys ability to realize the benefit of the deferred tax assets, the deferred tax assets are fully offset by a valuation allowance at December 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9 - Commitments and Contingencies The Company is not a party to any litigation and, to its knowledge, no action, suit or proceeding has been threatened against the Company. Lease Agreements Petrogres leases office space in Piraeus, Greece for monthly rent of 2,500 (approximately USD$2,658) (the Piraeus Lease). The Piraeus Lease expires on May 31, 2018. We believe that this office space is adequate for Petrogres current operations. Effective June 13, 2016, the Company entered into a thirteen (13) month lease for a corporate apartment in New York City, to be used by the Companys Chief Executive Officer during his travel to New York. Mr. Traios spends approximately 35% of his time in New York on business matters. The monthly lease is for $4,575 and expires July 12, 2017. Effective October 1, 2016, the Company entered into a one year Office Services Agreement for office space and other services for a total base monthly fee of $2,800. The Company utilizes the New York office space for administrative purposes. Future rent payments based on the terms for the Companys leases are as follows: Twelve months ending December 31, Amount 2017 $ 84,750 2018 13,375 $ 98,125 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 10 SUBSEQUENT EVENTS Management has evaluated subsequent events through March 31, 2017, which is the date the financial statements were available for issuance. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 ("US GAAP"). The consolidated financial statements of the Company include the consolidated accounts of the Company and its wholly owned subsidiaries listed below. All intercompany accounts and transactions have been eliminated in consolidation. Petrogres Co. Limited (Marshall Islands) Petrogress Oil & Gas Energy, Inc. (Texas) Petronav Carriers LLC (Delaware) |
Emerging Growth Company | Emerging Growth Company We qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 as amended (the Securities Act) for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. |
Accounts Receivable/Concentrations of Credit Risk | Accounts Receivable /Concentrations of Credit Risk The Company and its affiliates are engaged primarily in the purchase, transport and processing of oil and petroleum products. The Company performs ongoing credit evaluations of its customers' financial condition and, generally, requires no collateral from its customers. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and trade accounts receivables. The Company places its temporary cash investments with financial institutions and limits the amount of credit exposure to any one financial institution. Concentrations of credit risk with respect to trade receivables are limited due to the short payment terms dictated by the industry and operating environment. As of December 31, 2016 and 2015, the Company had no significant concentrations of credit risk. |
Marketable Securities | Marketable Securities The Company classifies its marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income (loss), a separate component of stockholders equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred. |
Depreciation | Depreciation The Company's vessels and other assets are depreciated using primarily the straight-line method over the estimated useful lives. |
Inventory | Inventory The Company's inventory, which consists primarily of crude oil purchases on the vessel in transport, is valued at the lower of cost or market using the mark-to-market method of valuation. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues after products are delivered to contracted customers. Products in transit at the end of an accounting period are recorded at an estimated value which is adjusted upon load certification. The Company recognizes revenue in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605, Revenue Recognition. ASC 605 requires that the following four basic criteria are met (1) persuasive evidence of an arrangement exists, (2) delivery of products and services has occurred, (3) the fee is fixed or determinable and (4) collectability is reasonably assured. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Pursuant to ASC 820, Fair Value Measurements and Disclosures Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Credit risk adjustments are applied to reflect the Companys 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 Companys own credit risk as observed in the credit default swap market. The Companys financial instruments consist principally of marketable securities, the fair value of which is determined based on Level 1 inputs. Level 1 inputs consist of quoted prices in active markets for identical assets. The recorded values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations. The Companys derivative liability resulting from the issuance of convertible debt is adjusted to fair value based on recent sales of the underlying common stock and the use of an option pricing model, which are consistent with Level 3 inputs. See Note 6. The following table represents the Companys financial instruments that are measured at fair value on a recurring basis as of December 31, 2016 for each fair value hierarchy level: December 31, 2016 Derivative Marketable Total Level I $ $ 20,940 $ 20,940 Level II $ $ $ Level III $ 65,499 $ $ 65,499 The carrying amount of the Companys accounts payable approximate fair value to their short term. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740-10, Income Taxes. The Company recognizes deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. The Company records a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. ASC 740-10 prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on recognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. The Company classifies interest and penalties as a component of interest and other expenses. To date, the Company has not been assessed, nor has the Company paid, any interest or penalties. The Company measures and records uncertain tax positions by establishing a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Only tax positions meeting the more-likely-than-not recognition threshold at the effective date may be recognized or continue to be recognized. The Companys tax years subsequent to 2010 remain subject to examination by federal and state tax jurisdictions. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company reports earnings (loss) per share in accordance with ASC 260, "Earnings per Share." Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. Potentially dilutive securities for the periods ended December 31, 2016 includes the Companys outstanding convertible debt that is convertible into approximately 2,380,266 shares of common stock were not included in the calculation of diluted income per share because their impact was anti-dilutive. |
Accounting for Stock-based Compensation | Accounting for Stock-based Compensation The Company accounts for stock awards issued to non-employees in accordance with ASC 505-50, Equity-Based Payments to Non-Employees. The measurement date is the earlier of (1) the date at which a commitment for performance by the counterparty to earn the equity instruments is reached, or (2) the date at which the counterparty's performance is complete. Stock awards granted to non-employees are valued at their respective measurement dates based on the trading price of the Companys common stock and recognized as expense during the period in which services are provided. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from those estimates. |
Comprehensive Income | Comprehensive Income The Company has adopted ASC Topic 220, "Comprehensive Income." This statement establishes standards for reporting comprehensive income and its components in a financial statement. Comprehensive income as defined includes all changes in equity (net assets) during a period from non-owner sources. Items included in the Companys comprehensive loss consist of unrealized losses on available-for-sale securities. |
Date of Management's Review | Date of Management's Review Management has evaluated subsequent events through March 31st, 2017, the date on which the financial statements were available to be issued. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Summary Of Significant Accounting Policies Tables | |
Financial instruments measured at fair value on a recurring basis | December 31, 2016 Derivative Marketable Total Level I $ $ 20,940 $ 20,940 Level II $ $ $ Level III $ 65,499 $ $ 65,499 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Fixed assets | 2016 2015 Vessels $ 9,999,380 $ 9,550,000 Furniture and equipment 89,328 85,000 10,088,708 9,635,000 Less: accumulated depreciation (4,169,641 ) (3,491,000 ) $ 5,919,067 $ 6,144,000 |
Sales Concentration and Conce20
Sales Concentration and Concentration of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Sales Concentration And Concentration Of Credit Risk Tables | |
Summary of customer concentration and accounts receivable balance | Customer Sales % 2016 Sales % 2015 Accounts A 25.4 % 19.5 % $ 480,875 B 21.6 % 16.7 % 158,980 C 20.1 % 23.0 % 937,483 D 13.7 % E 20.8 % 100,433 $ 1,677,771 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of derivative liability balance | 2016 Balance assumed $ 300,321 Reduction for conversion (82,652 ) Fair Value Change (152,170 ) Ending Balance $ 65,499 |
Fair value assumptions for derivative liabilities | Assumption date Remeasurement date Expected dividends -0- -0- Expected volatility 363 % 366 % Expected terms in months 6 3 Risk yield .49 % .28 % |
Summary of convertible notes payable balance | 2016 Assumed Balance $ 69,619 Conversion of convertible notes (24,732 ) Ending Balance $ 44,887 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions Tables | |
Expenses to officers, included in Salaries and Management Fees | Years ended December 31, 2016 2015 President, Chief Executive Officer and Chief Financial Officer $ 100,000 $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Tables | |
Future rent payments | Twelve months ending December 31, Amount 2017 $ 84,750 2018 13,375 $ 98,125 |
Organization (Details Narrative
Organization (Details Narrative) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | |
Increase of authorized capital, shares of common stock | 490,000,000 | 490,000,000 | |
Increase of authorized capital, common stock par value | $ 0.001 | ||
Increase of authorized capital, shares of preferred stock | 10,000,000 | 10,000,000 | |
Increase of authorized capital, preferred stock par value | $ 0.001 | $ 0.001 | |
Acquisition of Petrogres Co. Limited | |||
Interest acquired | 100.00% | ||
Restricted common stock shares issued | 136,000,000 | ||
Shares issued, interest of issued and outstanding shares of Company's common stock | 85.00% |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Financial instruments measured at fair value on a recurring basis (Details) | Dec. 31, 2016USD ($) |
Level I | |
Derivative Liability | |
Marketable Securities | 20,940 |
Total | 20,940 |
Level II | |
Derivative Liability | |
Marketable Securities | |
Total | |
Level III | |
Derivative Liability | 65,499 |
Marketable Securities | |
Total | $ 65,499 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details Narrative) | 12 Months Ended |
Dec. 31, 2016shares | |
Accounting Policies [Abstract] | |
Antidilutive shares from outstanding convertible debt excluded from computation of earnings per share | 2,380,266 |
Fixed Assets - Fixed assets (De
Fixed Assets - Fixed assets (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Abstract] | ||
Vessels | $ 9,999,380 | $ 9,550,000 |
Furniture and equipment | 89,328 | 85,000 |
Property and equipment, gross | 10,088,708 | 9,635,000 |
Less: accumulated depreciation | (4,169,641) | (3,491,000) |
Property and equipment, net | $ 5,919,067 | $ 6,144,000 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation expense | $ 676,328 | $ 663,500 |
Vessels | ||
Useful lives of property and equipment | 15 years | |
Office equipment and furniture | ||
Useful lives of property and equipment | 10 years | |
Computer hardware and software | ||
Useful lives of property and equipment | 5 years |
Sales Concentration and Conce29
Sales Concentration and Concentration of Credit Risk - Summary of customer concentration and accounts receivable balance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Customer A | ||
Sales concentration percent | 25.40% | 19.50% |
Accounts receivable balance | $ 480,875 | |
Customer B | ||
Sales concentration percent | 21.60% | 16.70% |
Accounts receivable balance | $ 158,980 | |
Customer C | ||
Sales concentration percent | 20.10% | 23.00% |
Accounts receivable balance | $ 937,483 | |
Customer D | ||
Sales concentration percent | 13.70% | |
Accounts receivable balance | ||
Customer E | ||
Sales concentration percent | 20.80% | |
Accounts receivable balance | $ 100,433 | |
Totals | ||
Accounts receivable balance | $ 1,677,771 |
Convertible Notes Payable - Sum
Convertible Notes Payable - Summary of derivative liability balance (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Ending Balance | $ 65,499 |
Derivative liability balance | |
Balance assumed | 300,321 |
Reduction for conversion | (82,652) |
Fair Value Change | (152,170) |
Ending Balance | $ 65,499 |
Convertible Notes Payable - Fai
Convertible Notes Payable - Fair value assumptions for derivative liabilities (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Assumption date | |
Expected dividends | 0.00% |
Expected volatility | 363.00% |
Expected term | 6 months |
Risk free interest | 0.49% |
Remeasurement date | |
Expected dividends | 0.00% |
Expected volatility | 366.00% |
Expected term | 3 months |
Risk free interest | 0.28% |
Convertible Notes Payable - S32
Convertible Notes Payable - Summary of convertible notes payable balance (Details) - Convertible notes payable balance | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Assumed Balance | $ 69,619 |
Conversion of convertible notes | (24,732) |
Ending Balance | $ 44,887 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Feb. 29, 2016 | |
Mammoth Notes (1) | ||
Convertible promissory note, balance | $ 31,339 | |
Mammoth Notes (2) | ||
Convertible promissory note, balance | $ 38,280 | |
Mammoth Notes | ||
Due date | Sep. 9, 2016 | |
Debt discount | $ (48,975) | |
Derivative liability | $ 300,321 |
Related Party Transactions - Ex
Related Party Transactions - Expenses to officers, included in Salaries and Management Fees (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
President, Chief Executive Officer and Chief Financial Officer | ||
Officers compensation | $ 100,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Related Party Transactions Details Narrative | |
Amounts advanced by CEO | $ 172,100 |
Amounts of advances repaid to CEO | 37,500 |
Amounts owed to CEO | 134,600 |
Amounts owed to Petrogres Co. Limited for travel expenses paid on behalf of Company | 224,065 |
Amounts advanced to Company from Petrogres Co. Limited | 5,000 |
Amounts advanced to Company from Petrogres Oil & Gas | $ 100,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Apr. 11, 2016 | Mar. 07, 2016 | Feb. 29, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Stock issued to Agritek pursuant to Debt Settlement Agreement, shares | 1,101,642 | ||||
Stock issued to Agritek pursuant to Debt Settlement Agreement, amount | $ 283,547 | ||||
Stock issued upon conversion of debt, shares | 6,800,000 | 1,000,000 | |||
Stock issued upon conversion of debt, principal converted | $ 22,032 | $ 2,700 | $ 24,732 | ||
Stock issued upon conversion of debt, conversion price | $ 0.00324 | $ .0027 | |||
Acquisition of Petrogres Co. Limited | |||||
Interest acquired | 100.00% | ||||
Restricted common stock shares issued | 136,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future rent payments (Details) | Dec. 31, 2016USD ($) |
Commitments And Contingencies - Future Rent Payments Details | |
2,017 | $ 84,750 |
2,018 | 13,375 |
Total | $ 98,125 |
Commitments and Contingencies38
Commitments and Contingencies (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Office space in Piraeus, Greece | |
Monthly office expense | $ 2,658 |
Corporate apartment in New York City | |
Monthly office expense | 4,575 |
Office Services Agreement in New York office space | |
Monthly office expense | $ 2,800 |