UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): | ☐ Form 10-K | ☐ Form 20-F | ☐ Form 11-K | ☒ Form 10-Q | ☐ Form 10-D |
| ☐ Form N-SAR | ☐ Form N-CSR |
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| For Period Ended: September 30, 2017 |
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| ☐ Transition Report on Form 10-K |
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| ☐ Transition Report on Form 20-F |
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| ☐ Transition Report on Form 11-K |
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| ☐ Transition Report on Form 10-Q |
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| ☐ Transition Report on Form N-SAR |
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| For the Transition Period Ended: |
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Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
Petrogress, Inc.
Full Name of Registrant
Former Name if Applicable
757 Third Avenue, Suite 2110
Address of Principal Executive Office (Street and Number)
New York, New York 10017
City, State and Zip Code
PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate)
| (a) | The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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x | (b) | The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
| (c) | The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The registrant effected two acquisitions at the end of the reporting period, and it took more time than expected to integrate and consolidate the capitalization and activities of these entities into the registrant’s presentation of its financial results. The registrant's management continues to devote considerable attention to addressing the registrant's financial reporting issues and because of its lack of a full-time Chief Financial Officer, the registrant is unable to complete its financial statements for its Quarterly Report on Form 10-Q for the period ended September 30, 2017, within the prescribed time period without unreasonable effort or expense.
PART IV -- OTHER INFORMATION
(1) | Name and telephone number of person to contact in regard to this notification |
Christos P. Traios | 212 | 376-5228 |
(Name) | (Area Code) | (Telephone Number) |
(2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
| x Yes No |
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(3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
| ☒ Yes ☐ No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. | |
Although the registrant has not completed its financial statements for the quarterly period ended September 30, 2017, the registrant anticipates significant changes in its results of operations compared to the corresponding period of 2016, will be reflected by the earnings statement to be included in its Form 10-Q. Among other things, the registrant currently expects that its Liabilities and Shareholder Equity will increase by more than 30% over the last quarter, with similar increases for revenues and profitability. Since the financial statements for the quarterly period ended September 30, 2017 are not yet completed, actual results may differ materially from its current expectations. |
| Petrogress, Inc. | ||
| (Name of Registrant as Specified in Charter) | ||
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date: November 15, 2017 | By: | /s/ Christos P. Traios |
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| Name: Christos P. Traios |
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| Title: President and CEO |
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).