8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 0R 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 29, 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 1008, West Palm Beach, FL	33401
(Address of Principal Executive Offices)	(Zip Code)

(561) 249-6511

Registrant’s telephone number, including area code

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))

EXPLANATORY NOTE

As previously reported in a Current Report on Form 8-K filed on March 3, 2016, on February 29, 2016, 800 Commerce, Inc., a Florida corporation (the “Company”), entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Petrogres Co. Ltd., a Marshall Islands corporation (“Petrogres”), with Petrogres surviving the Exchange as a wholly-owned subsidiary of the Company.

Prior to the completion of the Exchange on February 29, 2016, pursuant to the consent of the majority of the shareholders of the Company, the following actions to amend the Articles of Incorporation (the “Amendments”) were undertaken by the Company to:

1. effect an increase in the number of our authorized shares of common stock, par value $0.001 per share, to 490,000,000; and

2. effect the creation of 10,000,000 shares of preferred stock.

Subsequently, the Company amended its Articles of Incorporation to change the name of the Company to Petrogress, Inc. A majority of the shareholders of the Company approved this change and the name was changed effective March 25, 2016. The Company’s trading symbol was changed to “PGAS” effective April 1, 2016.

As a result of the Exchange Agreement, the historical financial statements of Petrogres will be treated as the historical financial statements of the Company and will be reflected in the Company’s quarterly and annual reports for periods ending after the effective time of the Exchange. Accordingly, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, the Company will report results of Petrogres and the Company on a consolidated basis.

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported in a Current Report on Form 8-K filed on March 3, 2016, on February 29, 2016, 800 Commerce, Inc., a Florida corporation (the “Company”), entered into a Securities Exchange Agreement (the “SEA”) with Petrogres Co. Ltd., a Marshall Islands corporation (“Petrogres”), with Petrogres surviving the Merger as a wholly-owned subsidiary of the Company.

As of the date of the Exchange Agreement, the Exchange Agreement was approved by the Company’s Board of Directors (the “Board”) and the board of directors and shareholders of Petrogres. The Company’s shareholders did not have to approve the Exchange Agreement.

The Company’s shareholders approved the Amendments by written consent of the majority shareholders on February 26, 2016. As a result of the approval of the Amendments, the Exchange was consummated and Petrogres became a wholly-owned subsidiary of the Company.

As a result of the transactions described above, the Company has 160,000,000 shares of common stock issued and outstanding. Petrogres’ sole shareholder received 136,0000 shares of the Company’s common stock in the Exchange.

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the Exchange Agreement, which were previously filed as exhibits to the Current Report filed on March 3, 2016 and is incorporated herein by reference. 

Item 5.01 Changes in Control of Registrant.

As a result of the transactions contemplated under the Exchange Agreement, a change of control of the Company occurred. The information provided above in “Item 2.01 – Completion of Acquisition or Disposition of Assets” of this Current Report on Form 8-K/A is incorporated by reference into this Item 5.01. As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to us, including any pledge by any person of our securities or any of our parents, the operation of which may at a subsequent date result in a change in control of our company.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited consolidated financial statements of Petrogres Co. Ltd. as of and for the years ended December 31, 2015 and 2014, together with the reports of David Friedkin CPA with respect thereto, are included as Exhibit 99.1 and are incorporated by reference herein.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of the Company as of and for the year ended December 31, 2015 are included as Exhibit 99.2 hereto and are incorporated by reference herein. 

(d) Exhibits.

Exhibit No.	Description
23.1	Consent of David Friedkin CPA.
99.1	Audited consolidated financial statements of Petrogres Co. Ltd. as of and for the years ended December 31, 2015 and 2014.
99.2	Unaudited pro forma condensed combined consolidated financial statements of Petrogress Inc. as of and for the years ended December 31, 2015 and 2014.

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.

	PETROGRESS, INC.
Date: May 13, 2016	By:	/s/ Christos Traios
		Name: Christos Traios
		Title: Chief Executive Officer

EX-23.1

Exhibit 23.1

DAVID S. FRIEDKIN CPA
601 HARING FARM COURT
RIVER VALE, NJ 07675

Tel: 201-314-3151 Email: dsfriedkin@gmail.com

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

We have issued our report dated April 25, 2016, with respect to the financial statements of Petrogres Co Limited and Affiliates, contained in the Current Report on Form 8-K of Petrogress, Inc. We hereby consent to the use of the aforementioned report in the filing on Form 8-K.

/s/ David S. Friedkin CPA

River Vale, New Jersey

March 13, 2016

EX-99.1

Exhibit 99.1

Financial Statements

Years Ended December 31, 2015 and 2014

Petrogres Co. Limited and Affiliates

December 31, 2015 and 2014

TABLE OF CONTENTS

	Page #
INDEPENDENT AUDITOR’S REPORT	1
COMBINED BALANCE SHEET	2
COMBINED INCOME STATEMENTS	3
COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY	4
COMBINED STATEMENTS OF CASH FLOWS	5
NOTES TO THE COMBINED FINANCIAL STATEMENTS	6-8

David S. Friedkin CPA
CERTIFIED PUBLIC ACCOUNTANT
601 Haring Farm Court
River Vale, NJ 07675

To the Board of Directors and Shareholders
Petrogres Co. Limited and Affiliates

We have audited the accompanying combined financial statements of Petrogres Co. Limited (a foreign corporation) which comprise the combined balance sheets as of December 31, 2015 and 2014, and the related combined statements of income, retained earnings, and cash flows for the years then ended, and the related notes to the financial statements.

Management's Responsibility for the Combined Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the report of other auditors provide a reasonable basis for our opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Petrogres Co. Limited and Affiliates as of December 31, 2015 and 2014, and the results of its combined operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

David S. Friedkin CPA
River Vale, New Jersey
April 25^th, 2016

-1-

Petrogres Co. Limited and Affiliates
Combined Balance Sheeted
December 31, 2015 and 2014
		December 31,		December 31,
		2015		2014
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,882,305	$	526,656
Accounts receivable		2,650,171		1,780,611
Inventory		1,209,960		1,305,000
Total Current Assets		5,742,436		3,612,267
PROPERTY and EQUIPMENT, at cost - net of accumulated depreciation		6,144,000		6,807,500
TOTAL ASSETS	$	11,886,436	$	10,419,767
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	809,473	$	425,007
TOTAL LIABILITIES		809,473		425,007
SHAREHOLDER'S EQUITY
Common stock, par value $0.01, 1,000,000 shares authorized, issued and outstanding		1,000,000		1,000
Additional paid-in capital		7,802,838		8,801,838
Retained earnings		2,274,125		1,191,922
Total Shareholder's Equity		11,076,963		9,994,760
TOTAL LIABILITIES AND EQUITY	$	11,886,436	$	10,419,767

See Independent Auditors Report and

Accompanying Notes to Financial Statements 

-2-

Petrogres Co. Limited and Affiliates
Combined Income Statements
For the Years Ended December 31, 2015 and 2014
		Year Ended		Year Ended
		December 31,		December 31,
		2015		2014
Net Sales	$	21,579,013	$	19,737,828
Cost of goods sold
Crude oil purchases		11,417,014		13,225,637
Shipping and handling costs		4,053,217		2,477,285
Cargo insurance costs		172,575		129,743
Cargo crew costs		63,000		353,564
Total Costs of Goods Sold		15,705,806		16,186,230
Gross Profit		5,873,207		3,551,598
Operating, Management and Administrative Expenses
Fleet operating expenses		3,034,938		1,369,209
Management expenses		874,723		231,497
Administrative expenses		136,387		134,297
Depreciation and amortization		663,500		663,500
Total Operating, Management and Administrative Expense		4,709,548		2,398,503
Income From Operations		1,163,659		1,153,095
Income tax expense		81,456		185,259
Net Income	$	1,082,203	$	967,836

See Independent Auditors Report and

Accompanying Notes to Financial Statements

-3-

Petrogres Co. Limited and Affiliates
Combined Statements of Shareholder's Equity
For the Years Ended December 31, 2015 and 2014
		Common Stock		Additional Paid-In Capital			Retained Earnings		Total Shareholder's Equity
Balance - January 1, 2014	$	1,000	$	8,801,838		$	224,086	$	9,026,924
Dividends		—		—			—		—
Net income for year ended 2014		—		—			967,836		967,836
Balance - December 31, 2014	$	1,000	$	8,801,838		$	1,191,922	$	9,994,760
Capital adjustment		999,000		(999,000	)		—		—
Net income for year ended 2015		—		—			1,082,203		1,082,203
Balance - December 31, 2015	$	1,000,000	$	7,802,838		$	2,274,125	$	11,076,963

See Independent Auditors Report and

Accompanying Notes to Financial Statements

-4-

Petrogres Co. Limited and Affiliates
Combined Statements of Cash Flows
For the Years Ended December 31, 2015 and 2014
		Year Ended			Year Ended
		December 31,			December 31,
		2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,082,203		$	967,836
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization expense		663,500			663,500
Changes in assets - (increase) decrease
Accounts receivable		(869,560	)		(1,003,735	)
Inventory		95,040			(555,000	)
Changes in liabilities - increase (decrease)
Accounts payable		384,466			44,507
Net Cash Provided by Operating Activities		1,355,649			117,108
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid		—			—
Net Cash Used in Financing Activities		—			—
Increase in Cash and Cash Equivalents		1,355,649			117,108
CASH AND CASH EQUIVALENTS - Beginning of period		526,656			409,548
CASH AND CASH EQUIVALENTS - End of period	$	1,882,305		$	526,656

See Independent Auditors Report and

Accompanying Notes to Financial Statements

-5-

PETROGRES CO. LIMITED AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS

December 31, 2015 and 2014

Note 1 – Summary of Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by Petrogres Company Limited and Affiliates (the “Company”) in the preparation of its financial statements. The policies are in conformity with generally accepted accounting principles.

a. Business Activity - Petrogres Co. Limited (the “Company”) was incorporated in the Republic of the Marshall Islands in March 2009 for the purposes of overseeing the day –to-day operations of the Petrogres Group of companies in shipping and petroleum product refining industries. The Company maintains a fleet of four (4) oil transport sea vessels in addition to commodity trading and crude refining operations in the Southern Europe and East African regions.

b. Affiliates and Principles of Combination – The accompanying financial statements include the financial position and results of operations of the following affiliated entities (all incorporated in The Republic of the Marshall Islands):

Petrogres Co. Limited (Management Company)

Shiba Ship Management Ltd. (Shipowners of Mt. Apecus)

Danae Marine Ltd. (Shipowners of Mt. Optimus)

Invictus Marine S.A. (Shipowners of Mt. Invictus)

Entus Marine Ltd. (Shipowners of Mt. Entus)

All intercompany balances and transactions have been eliminated in combination. The entities are affiliated through common ownership and control.

c. Basis of Accounting - The accompanying financial statements are prepared on the accrual basis of accounting, in accordance with generally accepted accounting principles.

d. Use of Estimates - The preparation of the financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

-6-

PETROGRES CO. LIMITED AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

December 31, 2015 and 2014

Note 1 – Summary of Significant Accounting Policies (continued)

e. Cash and Cash Equivalents - For purposes of the statements of cash flows, the Company considers all highly liquid debts instruments purchased with a maturity of three months or less to be cash equivalents. All banking, transactions and reporting of the Company is conducted in US Dollars (US$).

f. Concentrations of Credit Risk - The Company and its affiliates are engaged primarily in the purchase, transport and processing of crude oil 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, 2014 and 2013, the Company had no significant concentrations of credit risk.

g. Depreciation - The Company's vessels and other assets are depreciated using primarily the straight-line method over the estimated useful lives.

h. 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.

i. Date of Management's Review -Management has evaluated subsequent events through April 26^th, 2016, the date on which the financial statements were available to be issued.

j. Revenue Recognition -The Company recognizes revenues when product is delivered to contracted customer. Product in transit at the end of an accounting period is recorded at an estimated value which is adjusted upon load certification.

-7-

PETROGRES CO. LIMITED AND AFFILIATES

NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)

December 31, 2015 and 2014

Note 2 – Fixed Assets

Fixed assets consisted of the following as of December 31, 2015 and 2014:

	2015			2014
Vessels	$	9,550,000		$	9,550,000
Furniture and equipment		85,000			85,000
		9,635,000			9,635,000
Less: accumulated depreciation		(3,491,000	)		(2,824,500	)
	$	6,144,000		$	6,807,500

Depreciation expense totaled $663,500 in both 2015 and 2014.

Note 3 – Taxes

The Company is subject to various income and gross receipts taxes in the countries it conducts business. Filings and payments are made as required by local law, and amounts are included as income tax expense on the combined statements of income.

FASB Accounting Standards Codification Topic 740, Accounting for Uncertainty in Income Taxes, provides guidance on the recognition, measurement, classification and disclosures related to uncertain tax positions, along with any related interest and penalties. The Company is not aware of any uncertain tax positions that may have a material impact on its financial statements.

Note 4 – Operating Leases

The Company maintains offices in several countries to assure functions and resources are properly deployed. In addition to Company headquarters being located in Hella, Greece, the Legal and Banking operations are housed exclusively in Cyprus while a local operations branch is located in Ghana. All locations are leased on an annual basis with informal renewal options being standard and customary. Rent expense for the years ended December 31, 2015 and 2014 was approximately $143,000 and $77,000, respectively.

-8-

EX-99.2

Exhibit 99.2

Petrogress, Inc.

Introduction to Unaudited Pro Forma Combined Financial Information

The following unaudited pro forma combined financial information is presented to illustrate the estimated effects of our merger with Petrogres Co Limited.

On February 29, 2016, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with Petrogres Co Limited., a Marshall Islands corporation (“Petrogres”) and the sole stockholders of Petrogres (the “Petrogres Shareholder”).

Pursuant to the Exchange Agreement, we acquired all of the outstanding shares of Petrogres in exchange for the issuance of 136,000,000 shares of our common stock to the Petrogres Shareholder.  The shares issued to the Petrogres Shareholder constituted 85% of our issued and outstanding shares of common stock as of and immediately after the consummation of the Exchange Agreement.

Upon closing of the Exchange Agreement, Petrogres became our wholly owned subsidiary and the Company plans on ceasing its prior operations.

The Exchange Agreement is being accounted for as a reverse merger and recapitalization of Petrogres whereby Petrogres is deemed to be the acquirer in the reverse merger for accounting purposes. The consolidated financial statements after the acquisition include the balance sheets of both companies at historical cost, the historical results of Petrogres and the results of the Company from the acquisition date.

Upon the closing of the transaction, a new board of directors and new officers were appointed which consists of Mr. Christos Traios. Mr. Traios was appointed as Chief Executive Officer and President of the Company.

The unaudited pro forma combined financial information assumes the Exchange Agreement was consummated as of December 31, 2015. The financial statements of the Company included in the following unaudited pro forma combined financial information are derived from the audited financial statements of the Company for the year ended December 31, 2015 contained on Form 10-K as filed with the Securities and Exchange Commission on April 19, 2016. The financial statements of Petrogres, included in the following unaudited pro forma combined financial information are derived from the audited financial statements for the year ended December 31, 2015 contained elsewhere in the Form 8-K/A. The unaudited pro forma combined balance sheet is prepared as though the transactions occurred at the close of business on January 1, 2015.

The information presented in the unaudited pro forma combined financial information does not purport to represent what our financial position would have been had the Exchange Agreement occurred as of the dates indicated, nor is it indicative of our future financial position for any period. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been consolidated or the future results that the consolidated company will experience after the Share Exchange Agreement Transaction.

The pro forma adjustments are based upon available information and certain assumptions that the Company believes is reasonable under the circumstances. The unaudited pro forma combined financial information should be read in conjunction with the historical financial statements and related notes of the Company.

PETROGRESS, INC
Pro Forma Consolidated Balance Sheet
December 31, 2015
	Historical			Historical Petrogres Co
	Petrogress, Inc			Limited		Pro forma					Pro forma
	December 31, 2015			December 31, 2015		Adjustments			Note		Consolidated
Assets
Current Assets
Cash	$	317		$	1,882,305	$	—				$	1,882,622
Accounts receivable		340			2,650,171		—					2,650,511
Inventory		—			1,209,960		—					1,209,960
Marketable securities		780			—		—					780
Total current assets		1,437			5,742,436		—					5,743,873
Property and equipment, net		868			6,144,000		—					6,144,868
Total assets	$	2,305		$	11,886,436	$	—				$	11,888,741
Liabilities and Shareholders’ Deficit
Current liabilities:
Due to stockholders	$	519,542		$	—	$	(519,542	)		A,D	$	0
Accounts payable and accrued expenses		47,733			809,473		(47,733	)		D		809,473
Convertible promissory notes (net of discount of $63,946)
		5,673			—		—					5,673
Derivative liability		141,436			—		—					141,436
Total current liabilities		714,384			809,473		(567,275	)				956,582
Shareholders’ equity (deficit):
Preferred stock		—			—		—					—
Common stock		21,898			1,000,000		1,102			A		159,000
		—			—		(1,000,000	)		C
		—			—		136,000			B
Common stock to be issued		1,000			—		—					1,000
Additional paid-in capital		1,443,614			7,802,838		279,946			A		8,498,033
		—			—		1,000,000			C
		—			—		(2,028,365	)		B
Accumulated comprehensive loss		(113,220	)		—		113,220			B		—
Retained earnings (deficit)		(2,065,372	)		2,274,125		2,065,372.28			B,D		2,274,125
Total shareholders' equity (deficit)		(712,080	)		11,076,963		567,275					10,932,158
Total liabilities and shareholders' equity (deficit)	$	2,305		$	11,886,436	$	—				$	11,888,741

PETROGRESS, INC
Pro Forma Consolidated Statement of Operations
For the Year Ended December 31, 2015
	Historical			Historical Petrogres Co
	Petrogress, Inc			Limited		Pro forma					Pro forma
	December 31, 2015			December 31, 2015		Adjustments			Note		Consolidated
Revenues:
Revenues	$	115,514		$	21,579,013	$	(115,514	)		E	$	21,579,013
Cost of revenues		106,884			15,705,806		(106,884	)		E		15,705,806
Gross profit		8,631			5,873,207		(8,630	)				5,873,208
Operating costs and expenses:
Fleet operating expenses		—			3,034,938		—					3,034,938
Management and consulting fees, related parties		141,856			874,723		(81,856	)		E		934,723
Administration expenses		163,901			136,387		(141,290	)		E		158,998
Depreciation and amortization		573			663,500		(573	)		E		664,073
Total operating costs and expenses		306,330			4,709,548		(223,719	)				4,792,732
Income (loss) from operations		(297,700	)		1,163,659		215,089					1,080,476
Other income (expenses)
Interest expense, related parties		—			—		—					—
Interest expense, other		(44,529	)		—		—					(44,529	)
Fair value adjustment of derivative liabilities		(186,988	)		—		—					(186,988	)
Gain on debt extinguishment		113,676			—		286,227			D		399,903
Total other income (expenses)		(117,841	)		—		286,227					168,386
Net income (loss) before income taxes		(415,540	)		1,163,659		501,316					1,248,862
Income taxes		—			81,456		—					81,456
Net income (loss)	$	(415,540	)	$	1,082,203	$	501,316				$	1,167,406
Other Comprehensive loss, net of tax:
Unrealized gain (loss) on marketable securities	$	(29,220	)
Comprehensive loss	$	(444,760	)
Basic and diluted net income (loss) per common share	$	(0.03	)									0.01
Basic and diluted weighted average common shares outstanding		24,000,000										160,000,000

A	Accrued liabilities, related parties	281,048
	Common stock	(1,102	)
	Additional paid-in capital	(279,946	)
	Record issuance of shares for debt conversions
B	Additional paid-in capital	2,028,365
	Common stock	(136,000	)
	Accumulated comprehensive loss	(113,220	)
	Retained earnings	(1,779,145	)
	Issue 136 million shares and to eliminate old pubco historical deficit
C	Common Stock	1,000,000
	Additional aid in Capital	(1,000,000	)
	Eliminate Petrogres shares
D	Accounts payable	238,494
	Due to stockholders	47,733
	Gain on debt extinguishment	(286,227	)
	To write off all liabilities except conv note and derivative liabilities
E	Retained earnings	215,089
	Management fees	(81,856	)
	Administration expenses	(141,290	)
	Depreciation	(573	)
	Cost of sales	(106,884	)
	Sales	115,514
	Eliminate prior pubco operations except for pubco expenses

NOTES TO THE UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On February 29, 2016 (the “Effective Date”), the Company entered into and closed on a share exchange agreement (the “Share Exchange Agreement”) with Petrogres Co Limited, a Marshall Islands corporation and Mr. Christos Traios, its sole shareholder. As a result of the transaction, Petrogres would become a wholly owned subsidiary of the Company and the board of the Company will consist solely of Mr. Traios. The Company feels that it is in the best interests of the shareholders to maximize value with respect to this transaction. Petrogres is an oil trading and shipping company acting internationally and has been in business for seven (7) years. Petrogres conducts its operations through four subsidiaries, each one of which owns and operates a shipping vessel used in international and domestic shipping.

Pursuant to the Exchange Agreement, we acquired all of the outstanding shares of Petrogres in exchange for the issuance of 136,000,000 shares of our common stock to the Petrogres Shareholder.  The shares issued to the Petrogres Shareholder constituted 85% of our issued and outstanding shares of common stock as of and immediately after the consummation of the Exchange Agreement.

The transaction is accounted for using the purchase method of accounting. As a result of the recapitalization and change in control, Petrogres is the acquiring entity in accordance with ASC 805, Business Combinations. The accumulated earnings of Petrogres will be carried forward after the completion of the Merger.

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed combined balance sheets have been derived from the historical December 31, 2015 balance sheet of the Company after giving effect to the acquisition with Petrogres. The pro forma balance sheet and statement of operations and comprehensive loss present this transaction as if they had been consummated as of December 31, 2015, as required under Article 11 of Regulation S-X.

Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are: (1) directly attributable to the Acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the Company’s results of operations. This share exchange will be treated as a reverse acquisition, and therefore Petrogres is treated as the accounting acquirer. The pro forma adjustments presented in the pro forma condensed combined balance sheet and statement of operations are described in Note 3— Pro Forma Adjustments.

The unaudited pro forma combined financial information is for illustrative purposes only. These companies may have performed differently had they actually been combined for the periods presented. You should not rely on the pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined companies will experience after the merger. Unaudited pro forma financial information and the notes thereof should be read in conjunction with the accompanying historical financial statements of Petrogres included elsewhere in this report.

2. ACCOUNTING PERIODS PRESENTED

The unaudited pro forma condensed combined balance sheet as of December 31, 2015 is presented as if the Petrogres acquisition had occurred on December 31, 2015, and combines the historical balance sheet of the Company at December 31, 2015 and the historical balance sheet of Petrogres at December 31, 2015.

The unaudited pro forma condensed combined statement of operations and comprehensive loss of the Company and Petrogres for the year ended December 31, 2015, are presented as if the Petrogres acquisition had taken place on January 1, 2015.

3. PRO FORMA ADJUSTMENTS

The adjustments included in the pro forma balance sheet and statement of operations and comprehensive loss are as follows:

(A) To record issuance of 1,104,642 shares of common stock for debt extinguishment.

(B) To record issuance of 136,000,000 shares of common stock to acquire 100% of Petrogres Co Limited.

(C) To eliminate Petrogres shares.

(D) To write off all liabilities of 800 Commerce, Inc. pursuant to Share Exchange Agreement.

(E) To eliminate 800 Commerce 2015 operations, except for expenses related to being a public company.