SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 25, 2016
PETROGRESS, INC.
(Exact name of registrant as specified in its charter)
FLORIDA
(State or Other Jurisdiction of Incorporation)
| 333-184459 | 27-201962 |
| (Commission File Number) | (IRS Employer Identification No.) |
319 Clematis Street, Suite 812, West Palm Beach, FL 33401
(Address of Principal Executive Offices) (Zip Code)
(561) 249-6511
Registrant’s telephone number, including area code
800 COMMERCE, INC.
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 9, 2016, as a result of its recent acquisition, 800 Commerce, Inc. (the “Company”) amended its Articles of Incorporation, changing the name of the Corporation to Petrogress, Inc. The Company received the approval of approximately 85% of its outstanding shares of common stock for the amendment to its Articles of Incorporation. The name change was effective on March 25, 2016 with the Secretary of State of Florida.
In connection with the name change, the Company will trade under the new ticker symbol “PGAS”. The new ticker symbol is expected to be effective as of the opening of the market on April 1, 2016.
Item 5.07 Submission of Matters to a Vote of Security Holders.
In connection with the amendment to the Company’s Articles of Incorporation, the Company received the written consent of a majority of its shareholders, owning approximately 85% of the issued and outstanding shares of the Company’s common stock, approving the amendment.
Item 7.01 FD Disclosure
| (a) | The Company issued a press release on April 1, 2016, a copy of which is attached hereto as an exhibit. |
| (b) | The information contained in this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing. |
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits |
| Exhibit No. | Description of Exhibit |
| 3.3* | Articles of Amendment as filed with the Florida Secretary of State |
| 99.1* | Press release issued by the Company April 1, 2016. |
_________
*filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: April 1, 2016 |
PETROGRESS, INC. f/k/a 800 COMMERCE, INC. | |
| By: | /s/ Christos Traios | |
|
Christos Traios Chief Executive Officer | ||
Exhibit 99.1
800 Commerce Inc. Announces Name Change And Trading Symbol Change.
LOS ANGELES, CA--(Marketwired – April 1, 2016) - 800 Commerce Inc. (OTC PINK: ETHG) (www.800Commerce.com), (the “Company”), is pleased to announce that FINRA has processed and approved the Company’s name and symbol change request. Effective today, April 1, 2016, the Company will be known as Petrogress Inc. and trade under the symbol “PGAS”. The new CUSIP number is 71650A101. Shareholders of certificates may trade the shares with existing certificates and are not required to have new certificates issued. Shareholders of the common stock may trade existing common shares under the new symbol.
Safe Harbor Statement
This release contains “forward-looking statements” that include information related to future events and future financial and operating performance. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause these differences include, but are not limited to: the ability of Petrogress Inc. to secure appropriate funding to implement its business plan, the demand for Petrogress’ services, Petrogress’ ability to maintain customer and strategic business relationships. Petrogress Inc. undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
FORWARD-LOOKING DISCLAIMER: This press release may contain certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and is subject to the Safe Harbor created by those sections. This material contains statements about expected future events and/or financial results that are forward-looking in nature and subject to risks and uncertainties. Such forward-looking statements by definition involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of 800 Commerce, Inc. to be materially different from the statements made herein.
Contact:
Petrogress Inc.
561.249.6511
www.Petrogres.com