UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)

☑

QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended: ~~June~~September 30, 2021

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission File Number: 000-55854

PETROGRESS, INC.

(Exact name of registrant as specified in its charter)

Delaware

27-2019626

(State or other jurisdiction of incorporation

of organization)

(I.R.S. Employer Identification No.)

1, Akti Xaveriou - 5th Floor Piraeus 18538 - Greece (Address of principal executive offices & zip code) +30 (210) 459-9741 (Registrant’s telephone number, including area code) NONE (Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act:

Piraeus 18538 - Greece

(Address of principal executive offices & zip code)

+30 (210) 459-9741

(Registrant’s telephone number, including area code)

NONE

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all report to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☑
		Emerging growth company	☑

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were, 3536,~~152~~142,658 shares of the Company’s common stock outstanding on ~~August~~January ~~30th~~21st, ~~2021~~2022.

TABLE OF CONTENTS

		PAGE
	Cautionary Statements Relevant to Forward-Looking Information for the Purpose of “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995	2
PART I	~~PART I~~
FINANCIAL INFORMATION	~~FINANCIAL INFORMATION~~
Item 1.	Consolidated Financial Statements
	Consolidated Statement of Comprehensive Income for the six months ended June 30, 2020 and 2019	3
	Consolidated Statement of Comprehensive Income for the nine months ended September 30, 2021 and 2020	3
	Consolidated Balance Sheet at June 30, 2020 and December 31, 2019	4
	Consolidated Balance Sheet September 30, 2021 and December 31, 2020	4
	Consolidated Statement of Cash Flows for the six months Ended June 30, 2020 and 2019	5
	Consolidated Statement of Cash Flows for the nine months Ended September 30, 2021 and 2020	5
	Consolidated Statement of Equity for the six months Ended June 30, 2020 and 2019	6
	Consolidated Statement of Equity for the nine months Ended September 30, 2021 and 2020	6
	Notes to Consolidated Financial Statements	7-1011
Item 2.	Management’s Discussion and Analysis of the Financial Condition and Results of Operations	1112-1516
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	1516
Item 4.	Controls and Procedures	1516
PART II	~~PART II~~
OTHER INFORMATION	~~OTHER INFORMATION~~
Item 1.	Legal Proceedings	1617
Item 1A.	Risk Factors	1617
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1617
Item 5.	Other Information	1617
Item 6.	Exhibits	17
Signature		18
Signatures		19

PETROGRESS, INC.

Unless the context otherwise indicates, references to “Petrogress Inc.” “we”, “our”, or “us”, or the “Company” in this Form 10-Q are references to Petrogress Inc, -a Delaware corporation- including its wholly owned and majority-owned subsidiaries, and its ownership interests in equity method investees (corporate entities, partnerships, limited liability companies and other ventures over which Petrogress Inc exerts significant influence by virtue of its ownership interest) companies. Our significant subsidiaries are “Petronav Carriers LLC.,” and “Petrogress Int’l LLC.”

CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFORMATION

This quarterly report of Petrogress Corporation contains forward-looking statements relating to Petrogress operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals, transactions, vessels and other energy-related industries. All statements in this Report that are not representations of historical fact are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and subject to the safe-harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on schedule,” “on track,” “is slated,” “goals,” “objectives,” “strategies,” “opportunities” and similar expressions are intended to identify such forward-looking statements.

The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this report. Unless legally required, Petrogress undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Among the important factors that could cause actual results to differ materially from those in the forward-looking statements are: changing crude oil prices; changing refining, marketing and chemicals margins; our ability to realize anticipated cost savings and expenditure reductions; actions of competitors or regulators; public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related government policies and actions; timing of exploration expenses; timing of crude oil liftings; the competitiveness of alternate-energy sources or product substitutes; technological developments; the results of operations and financial condition of the our suppliers, vendors, partners and equity affiliates, particularly during extended periods of low prices for crude oil during the COVID-19 pandemic; the inability or failure of our joint-venture partners to fund their share of operations and development activities; the potential failure to achieve expected net production from existing and future crude oil development projects; potential delays in the development, construction or start-up of planned projects; the potential disruption or interruption of our operations due to war, accidents, piracy, political events, civil unrest, severe weather, cyber threats and terrorist acts, crude oil production quotas or other actions that might be imposed by the Organization of Petroleum Exporting Countries, or other natural or human causes beyond the company's control; changing economic, regulatory and political environments in the countries in which we operate; general domestic and international economic and political conditions; the potential liability for remedial actions or assessments under existing or future environmental regulations and litigation; significant operational, investment or product changes required by existing or future environmental statutes and regulations, including international agreements and national or regional legislation and regulatory measures to limit or reduce greenhouse gas emissions; the potential liability resulting from other pending or future litigation; our future acquisition or disposition of assets or shares or the delay or failure of such transactions to close based on required closing conditions; the potential for gains and losses from asset dispositions or impairments; government-mandated sales, divestitures, recapitalizations, industry-specific taxes, changes in fiscal terms or restrictions on scope of company operations; foreign currency movements compared with the U.S. dollar; material reductions in corporate liquidity and access to debt markets; and our ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; the company’s ability to identify and mitigate the risks and hazards inherent in operating in the global energy industry; and the factors set forth under the heading “Risk Factors” on pages 10 through 14 of the company’s 2020 Annual Report on Form 10-K, and in subsequent filings with the U.S. Securities and Exchange Commission. Other unpredictable or unknown factors not discussed in this report could also have material adverse effects on forward-looking statements.

Page | 2

PART I – FINANCIAL INFORMATION

Item 1 – Financial Statements PETROGRESS, INC. and SUBSIDIARIES

PETROGRESS, INC. and SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

	Six Months Ended June 30,						Three months Ended June 30,
	Nine Months Ended September 30,						Three months Ended September 30,
	2021			2020			2021			2020
Revenues:
Revenues from crude oil sales	$	-620,000			749,200			-620,000			~~133,200~~-
Revenues from gas oil sales		870,000			622,000			-			-
Revenues for lubricants sales		58,750			143,501			~~58,750~~-			-
Revenues from freights & hires		~~315~~555,000			~~218~~993,~~000~~483			85240,000			~~(34~~755,~~080~~483	)
Other Revenues		215,368			3446,~~080~~778			~~(188,864~~-	)		3412,~~080~~698
Total Revenues	$	12,~~459~~319,118			12,~~766~~554,~~781~~962			~~(45~~860,~~114~~000	)		~~133~~788,~~200~~181
Costs and other Deductions:
Costs of goods sold (crude oil)		-(620,000	)		(1,250,000	)		-(620,000	)		~~(678,000~~-	)
Costs of goods sold (gas oil)		(630,000	)		(520,000	)		-			-
Costs of goods sold (lubricants)		(68,660	)		(129,000	)		~~(68,660~~-	)		-
Vessels Leases & charters		(~~858~~628,540	)		-			~~(369~~230,~~075~~000	)
Total Cost and Other Deductions	$	(1,~~557~~947,200	)		(1,899,000	)		(~~437~~390,~~735~~000	)		~~(678,000~~-	)
Gross profit	$	~~(98~~371,~~082~~918	)		~~(132~~655,~~219~~962	)		~~(482~~470,~~849~~000	)		~~(544~~788,~~800~~181	)
Operating expenses:
Corporate expenses		(8419,~~661~~610	)		(~~293~~790,~~168~~797	)		-(230,342	)		(~~217~~497,~~420~~629	)
Operating expenses of commodities trade		(~~319~~559,796	)		-			(~~230~~240,000	)		-
Fleet operating expenses		(~~382~~508,~~849~~444	)		-			(~~323~~125,~~879~~595	)		-
General and administrative expenses		(~~258~~105,~~836~~916	)		(12,~~187~~456,~~591~~502	)		(5627,~~758~~687	)		(881,~~875~~268,911	)
Amortization expense		(1,534	)		(849,~~790~~948	)		-			(~~259~~41,158	)
Depreciation expense		(~~308~~428,~~450~~652	)		(~~306~~465,~~895~~996	)		(~~155~~120,~~628~~202	)		(~~152~~159,~~199~~101	)
Total operating expenses		(12,~~280~~023,~~126~~952	)		(13,~~796~~763,~~444~~243	)		(~~766~~743,~~265~~826	)		(~~458~~1,~~753~~966,799	)
Operating income / (loss) before other expenses and income tax	$	(1,~~378~~652,~~208~~034	)		(13,~~928~~107,~~663~~281	)		(1273,~~249,114~~826	)		(1,~~003~~178,~~553~~618	)
Other Income / (expense), net:
Interest and finance expenses		-			(1938,~~638~~888	)		-			(1219,~~248~~250	)
Amortization of note discount		-			(174,292	)		-			~~(74,590~~-	)
Change in fair market value of derivative liabilities		-			~~(886~~740,~~487~~366	)		-			~~(629~~1,~~679~~626,853	)
Other income / (expense), net		(171,~~099~~346,266	)		(6838,~~152~~245	)		(81,329,167	)		~~(52~~29,~~327~~907	)
Total other income / (expense), net	$	(1,~~395~~346,~~307~~266	)		(1488,~~148,569~~941	)		(81,329,167	)		~~(768~~1,~~844~~637,510	)
Income / (loss) before income taxes	$	(12,~~395~~998,~~307~~300	)		(32,~~077~~618,~~232~~340	)		(1,~~249~~602,~~122~~993	)		(1458,~~772,397~~892	)
Income tax expense		-			-
Net income / (loss)	$	(12,~~395~~998,~~307~~300	)		(32,~~077~~618,~~232~~340	)		(1,~~249~~602,~~122~~993	)		(1458,~~772,397~~892	)
Net income / (loss) attributable to:
Shareholders of the Company		(12,~~395~~998,~~307~~300	)		(32,~~077~~618,~~232~~340	)		(1,602,993	)		(1458,~~772,397~~892	)
Non-controlling interests		-			-			-			-
Other comprehensive loss, net of tax
Comprehensive income / (loss)	$	(12,~~395~~998,~~307~~300	)		(32,~~077~~618,~~232~~340	)		(1,~~249~~602,~~122~~993	)		(1458,~~772,397~~892	)
Comprehensive income / (loss) attributable to:
Shareholders of the Company		(12,~~395~~998,~~307~~300	)		(32,~~077~~618,~~232~~340	)		(1,~~249~~602,~~122~~993	)		(1458,~~772,397~~892	)
Non-controlling interests		-			-			-			-
Weighted average number of common shares outstanding
Basic		35,~~152~~173,~~028~~965			59,~~136~~803,~~808~~712			35,~~151~~173,~~028~~965			59,~~136~~803,~~808~~712
Diluted		-			-			-			-
Basic earnings per share		(0.~~0397~~08	)		(0.6027	)		(0.~~0356~~05	)		(0.3505	)
Diluted earnings per share		-			-			-			-

See accompanying notes to consolidated financial statements.

Page | 3

PETROGRESS, INC. and SUBSIDIARIES

Consolidated Statement of Balance Sheet (Unaudited)

	At June 30,			At December 31,
	At September 30,			At December 31,
	2021			2020
ASSETS
Current Assets
Cash and cash equivalents	$	3817,~~595~~774		$	276,035
Accounts receivable, net		2,~~472~~796,~~329~~341			2,136,790
Claims receivable, net		~~708~~338,~~224~~946			565,023
Inventories		1270,~~015,~~733			903,036
Prepaid expenses and other current assets		~~572~~372,763			1,428,407
Total current assets	$	43,~~807~~796,~~644~~557			5,309,291
Non-Current Assets
Goodwill		-			-
Contract-related licensing agreements		258,747			258,747
Investments in subsidiaries		1854,~~547,872~~687			-
Right of use assets		-			669,065
Vessels and other fixed assets, net		3,~~349~~228,~~059~~857			3,829,714
Deferred charges, net		-			1,534
Security deposit		7,775			13,033
Total non-current assets		54,~~163~~350,~~453~~066			4,772,093
Total Assets		98,~~971~~146,~~097~~623			10,081,384
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued expenses		3,~~513~~398,~~621~~260			2,000,721
Due to related party		551,450			695,321
Loan facility from related party		185,459			169,407
Accrued interest		3,129			16,682
Lease liabilities		-			12,704
Short-Term Loans		87,000			-
Convertible promissory notes		150,000			150,000
Derivative liabilities		-			-
Total current liabilities		4,~~490~~375,~~659~~298			3,044,835
Non-Current Liabilities
Lease liabilities		-			720,855
Total liabilities		4,~~490~~375,~~659~~298			3,765,690
Commitments and Contingencies		-			-
Shareholders’ equity:
Series A Preferred shares, $100 par value; 1,000,000 authorized; 100 shares issued and outstanding as of June 30, 2021 and December 31, 2020.		10,000			10,000
Shares of Common stock, $0.001 par value, 100,000,000 shares authorized, 35,152,558 and 35,151,058 shares issued and outstanding as of June 30, 2021 and December 31, 2020.		35,153			35,151
Shares of Common stock, $0.001 par value, 100,000,000 shares authorized, 35,173,965 and 35,151,058 shares issued and outstanding as of September 30, 2021 and December 31, 2020.		36,143			35,151
Additional paid-in capital		10,~~800~~858,~~897~~416			10,561,797
Accumulated comprehensive loss		(4,275	)		(15,552	)
Retained earnings		(57,~~361~~128,~~337~~959	)		(4,275,702	)
Equity attributable to Shareholders of the Company		53,~~480~~771,~~438~~325			6,315,694
Non-controlling interests		-			-
Total liabilities and shareholders’ equity		98,~~971~~146,~~097~~623			10,081,384

See accompanying notes to consolidated financial statements.

Page | 4

PETROGRESS, INC. and SUBSIDIARIES

Consolidated Statement of Cash Flows (Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2021			2020
CASH FLOW FROM OPERATING ACTIVITIES
Net income / (loss)	$	(12,~~395~~998,~~307~~300	)	$	(32,~~077~~618,~~232~~340	)
Adjustments to reconcile net income/ (loss) to net cash provided by operating activities:
Depreciation expense		~~308~~428,~~450~~652			~~306~~465,~~895~~996
Provision for losses on accounts receivable		-			-
Change in fair value of derivative liabilities		-			~~629~~(809,~~679~~877	)
Share-based compensation expense		-			~~424~~1,~~940~~254,257
Loss on disposition of fixed assets		-			-
Amortization of discount on convertible note		~~250~~308,~~379~~888			174,292
Amount of derivative in excess of face value of PCN		-			~~74,590~~
Elimination of Petrogres Hellas Co		~~309~~145,~~672~~043			-
Gain / (loss) on settlement of convertible promissory note		-			83,933
Gain/(Loss) on settlement of convertible promissory note		-
Elimination of PGAS Africa APIC		-			(~~755~~925,~~702~~574	)
Changes in working capital
(Increase) / Decrease in accounts receivable, net		(~~335~~659,~~539~~551	)		~~223~~518,~~513~~835
(Increase) / Decrease in claims receivable, net		~~(143~~226,~~710~~077	)		~~103~~168,355
(Increase) / Decrease in inventories		~~(112~~632,~~697~~303	)		~~828~~(217,~~664~~824	)
(Increase) / Decrease in amounts due from related party		-			720,000
(Increase) / Decrease in prepaid expenses		~~855~~1,055,644			~~741~~853,~~423~~360
Increase / (Decrease) in accounts payable and accrued expenses		1,~~512~~397,~~900~~539			~~238~~1,~~427~~266,871
Increase / (Decrease) in amounts due to related party		(143,~~201~~871	)		(~~651~~748,~~414~~989	)
Increase / (Decrease) in short-terms loans		87,000			-
Increase / (Decrease) in accrued interest		(13,~~715~~553	)		-683,149
Increase / (Decrease) in lease liabilities		(733,559	)		~~626,401~~-
(Increase) / Decrease in security deposit		5,258			(1,~~178~~318	)
(Increase) / Decrease in deferred charges, net		1,534			811,~~457~~276
CASH PROVIDED BY OPERATING ACTIVITIES	$	~~453~~(260,~~109~~896	)	$	~~699~~794,~~043~~469
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		-			(60,113	)
Investments in subsidiaries		(1854,~~547,872~~687	)		-
Purchase of vessels and other equipment		172,205			-
Acquisition of intangible assets		669,065			(~~875~~872,~~886~~711	)
CASH USED IN INVESTING ACTIVITIES		(~~706~~13,~~602~~417	)		(~~935~~932,~~999~~824	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible promissory notes		-			-
Proceeds from advances from related party		16,~~053~~052			-
CASH PROVIDED BY FINANCING ACTIVITIES	$	16,~~053~~052		$	-
Effects of exchange rate changes		-			-
NET DECREASE IN CASH		(~~237~~258,~~440~~261	)		(~~236~~138,~~956~~355	)
CASH AT BEGINNING OF YEAR		276,035			391,360
CASH AT PERIOD END	$	3817,~~595~~774		$	~~154~~253,~~404~~005

See accompanying notes to consolidated financial statements.

Page | 5

PETROGRESS, INC. and SUBSIDIARIES

Consolidated Statement of Equity (Unaudited)

Six Months ended June 30, 2020	Preferred Shares number		Preferred Shares amount		Common Stocks Number - Amount				Additional Paid -in- capital			Accumulated Comprehensive Profit/(Loss)			Retaining Earnings			Non- Controlling interest			Total Shareholders Equity
Nine Months ended September 30, 2020	Preferred Shares number		Preferred Shares amount		Common Stocks Number - Amount				Additional Paid -in- capital			Accumulated Comprehensive Profit/(Loss)			Retaining Earnings			Non- Controlling interest			Total Shareholders Equity
Balance at December 31, 2019		100	$	10,000		4,446,645	$	4,447	$	10,073,810		$	(9,763	)	$	(1,634,645	)	$	69,992		$	8,513,841
Stock issued for liabilities		-		-		325,556		325		101,381			-			-			-			101,706
Stock issued for services		-		-		26,000		26		8,387			-			-			-			8,413
Net Income (loss)		-		-		-		-		-			-			(910,397	)		(12,347	)		(922,744	)
Balance at March 31, 2020		100	$	10,000		4,798,201	$	4,798	$	10,183,578		$	(9,763	)	$	(2,545,042	)	$	57,645		$	7,701,216
Stock issued for liabilities		-		-		3,035,361		3,036		249,893			-			-			-			252,929
Stock issued for services		-		-		-		-		(8,100	)		-			-			-			(8,100	)
Elimination of PG Africa		-		-		-		-		(1,047,841	)		-			(161,767	)		(57,645	)		(1,267,253	)
Net Income (Loss)		-		-		-		-		-			-			(1,772,397	)		-			(1,772,397	)
Balance at June 30, 2020		100	$	10,000		7,833,562	$	7,834	$	9,377,530		$	(9,763	)	$	(4 ,479,206	)	$	~~(69,992~~-	)	$	4,906,395
Six Months ended June 30, 2021
Balances at December 31, 2020		100	$	10,000		35,151,058	$	35,151	$	10,561,797		$	(15,552	)	$	(4,275,702	)	$	-		$	6,315,694
Stock issued for Liabilities		-		-		1,500		2		239,100			5,488			-			-			244,590
Stock issued for services		-		-		-		-		-			-			-			-			-
Net Income (Loss)		-		-		-		-		-			-			(146,185	)		-			(146,185	)
Balances at March 31, 2021		100	$	10,000		35,152,558		35,153	$	10,800,897		$	(10,064	)	$	(4,421,887	)	$	-		$	6,414,099
Stock issued for liabilities		-		-		-		-		-			5,789			-			-			5,789
Elimination of Petrogres Hellas		-		-		-		-		-			-			309,672			-			309,672
Net Income (Loss)		-		-		-		-		-			-			(1,249,122	)		-			(1,249,122	)
Balances at June 30, 2021		100	$	10,000		35,152,558	$	35,153	$	10,800,897		$	(4,275	)	$	( 5,361,337	)	$	-		$	5,480,438
Stock issued for Liabilities		-		-		990,000		990		57,519			-			-			-			58,509
Elimination of Petrogres Hellas		-		-		-		-		-			-			(164,629	)		-			(164,629	)
Net Income (Loss)		-		-		-		-		-			-			(1,602,993	)		-			(1,602,993	)
Balances at September 30, 2021		100	$	10,000		36,142,558	$	36,143	$	10,858,416		$	(4,275	)	$	( 7,128,959	)	$	-		$	3,771,325

See accompanying notes to consolidated financial statements.

Page | 6

PETROGRESS, INC.

Notes to Consolidated Financial Statements (Unaudited)

Note 1.

General

Petrogress, Inc (PGI), is an integrate energy company, engaged in the upstream, downstream and midstream segments. We sell crude oil and refined products internationally, to buyers on the spot market and to independent entrepreneurs. The company operates internationally through its wholly owned subsidiaries "Petrogress Int'l LLC.", "Petronav Carriers LLC.". The company is registered in Delaware and headquartered from Piraeus-Greece, where the company maintain its principal marketing and operating offices at 1, Akti Xaveriou, 18538 Piraeus, Greece.

Impact of the novel coronavirus (COVID-19) pandemic; the outbreak of COVID-19 and decreases in commodity prices resulting from oversupply, government-imposed travel restrictions and other constraints on economic activity caused a significant decline in the demand for our products and created disruptions and volatility in the global marketplace beginning late in the first quarter 2020, which negatively affected our results of operations and cash flows throughout 2020. While demand and commodity prices have shown signs of recovery, demand is not back to pre-pandemic levels, and financial results could continue to be challenged in future quarters. There continues to be uncertainty and unpredictability around the extent to which the COVID-19 pandemic will impact our results, which could be material

Basis of Presentation; the accompanying consolidated financial statements of Petrogress and its subsidiaries (together, Petrogress or the company) have not been ~~audited~~reviewed by an independent registered public accounting firm. In the opinion of the company’s management, the interim data includes all adjustments necessary for a fair statement of the results for the interim periods. These adjustments were of a normal recurring nature. The results for ~~six~~nine-months period ended ~~June~~September 30, 2021, are not necessarily indicative of future financial results. The term “earnings” is defined as net income attributable to Petrogress.

Going Concern - Substantial Doubt; The management of the Company assesses the Company’s ability to continue as a going concern at each period end. The assessments evaluate whether there are conditions that give rise to substantial doubt to continue as a going concern within one year from the consolidated financial statements issuance date. Management cannot provide assurance that we will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report.

On the ground of management evaluation and consideration for the next period of twelve months, the company will be in the

need of significant working capital to continue its oil trading operations, to keep repairing and provide the necessary maintenance on its tankers fleet, to complete the renovation of the leased gas stations and supplies the fuels, and furthermore, to support all the corporate expenses of the parent company. Management plans to continue seek debt and/or equity capital to fund its operations but there can be no assurance that management will be able to do so. The accompanying consolidated financial statements do not contain any adjustments related to this uncertainty.

The coronavirus pandemic has imposed the continuing lockdown of the Company’s office, and the majority of its operations ceased. Furthermore, the Covid-19 outbreaks created additional downward pressure on the demand for oil products in which we transact our business and we may not be able to fully assess the effects on our future operations. In addition, the lack of cash liquidity has a material adverse impact to our oil trade, and we expect a further depress on our sales.

In of that said and under the present circumstances we believe that our incomes undoubtedly will be heavily affected during the period, and that raises substantial doubt for the company’s ability to continue its business unless the company succeed to raise extra cash financing in the very near future.

Subsidiaries and Affiliated Companies; the Consolidated Financial Statements include the accounts of controlled subsidiary companies more than 50 percent owned and any variable-interest entities in which the company is the primary beneficiary. All significant intercompany transactions and accounts have been eliminated.

Principles of consolidation; the consolidated financial statements include the consolidated accounts of the Company and its wholly owned and majority-owned subsidiaries as listed in the below table. Inter-company transaction balances and unrealized gains/(losses) on transactions between the companies are eliminated.

Subsidiaries & Affiliates	Incorporation	Percentage Participation
Petrogress Int’l LLC. (PIL)	Delaware	100%	%(owned to PGI)	~~(owned to PGI)~~
Petronav Carriers LLC. (PCL)	Delaware	100%	%(owned to PGI)	~~(owned to PGI)~~

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Notes to Consolidated Financial Statements (continued)

Note 2.

New Accounting Standards

Recently adopted; Effective January 1, 2021, we adopted Accounting Standards Update (ASU) 2016-13 and its related amendments

Note 3.

Information relating to the consolidated statement of cash flows

Read Cash Flow statement - page 5

Note 4.

Summarized Financial Data – Petrogress, Inc.

The summarized financial information for Petrogress Inc (PGI) presented as follows:

	Six months Ended
	Nine months Ended
	June 30,
	September 30,
	2021			2020
Sales and other operating revenues	$	12,~~459~~319,118		$	12,~~766~~554,~~781~~962
Costs and other deductions		(25,~~854~~317,~~425~~418	)		(45,~~844~~173,~~013~~302	)
Net income (loss) attributable to PGI		(12,~~395~~998,~~307~~300	)		(32,~~077~~618,~~232~~340	)
Current assets		43,~~807~~796,~~644~~558			5,~~097~~770,~~212~~042
Other assets		54,~~163~~350,~~453~~066			4,~~878~~715,~~349~~592
Current liabilities		4,~~490~~375,~~659~~298			43,~~464~~560,~~695~~141
Other liabilities		-			~~604~~665,~~471~~123
Total PGI net equity	$	53,~~480~~771,~~438~~325		$	46,~~906~~260,~~395~~370

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Notes to Consolidated Financial Statements (continued)

Note 5.

Operating Segments & Geographic presence

The company’s primary country is the United States of America, its country of Domicile; while Greece is the head operating location. Most of our marketing, sales, ship-management and other related functions are performed at our main office in Piraeus, Greece. The company evaluate the performance of its operating earnings based on its subsidiaries sales.

(a)

Earnings by operating subsidiaries and their trading areas are presented in the following table:

		Six months Ended June 30,
		Nine months Ended September 30,
Operating Subsidiaries (1)		2021		2020
● Petrogress Int’l LLC.	(Internationally)	$	~~928~~1,548,750		1,514,701
● Petronav Carriers LLC.	(Internationally)		~~530~~770,368		~~252~~1,~~080~~040,261
Totals		$	12,~~459~~319,118	$	12,~~766~~554,~~781~~962

(b)

Earnings by products and other services are presented in the following table:

	Six months Ended June 30,
	Nine months Ended September 30,
Sales volumes per product & service (2)	2021		2020
● Crude oil	$	-620,000		749,200
● Gas oil		870,000		622,000
● Lubricants		58,750		143,501
● Vessel’s hires & freights		~~315~~555,000		~~218~~993,~~000~~483
● Others		215,368		3446,~~080~~778
Totals	$	12,~~459~~319,118	$	12,~~766~~554,~~781~~962

Segment Information; Petrogress’ chief operating decision maker is the chief executive officer (“CEO”) of its general partner. The CEO reviews Petrogress’ discrete financial information, makes operating decisions, assesses financial performance and allocates resources on a type of service basis. Petrogress has two reportable segments: Commodities and Other (C&O) revenues and Hires & Freights (H&F). Each of these segments is organized and managed based upon the nature of the products and services it offers.

Segment Sales and Other Operating Revenues; Segment sales and other operating revenues, including internal transfers, for the six-month periods ended June 30, 2021 and 2020, are presented in the following table. Products are transferred between operating segments at internal product values that approximate market prices. Revenues for the upstream segment are derived primarily from the purchase and sale of crude oil, as well as the sale of third-party. Revenues for the downstream segment are derived from the refining and marketing of petroleum products such as gasoline, gas oils, lubricants, residual fuel oils and other products derived from crude oil. Revenues for the midstream segment generated from the vessels chartering and employment of transportation crude oil or refined products, the storing, the wholesale marketing and the retailing in our gas stations. “All Other” activities include revenues from shipping agency service and other operations.

		Six months Ended June 30,
Sales and Other Operating Revenues		2021		2020
Upstream	International	$	-	$	749,200
Downstream	International		928,750		799,581
Midstream	International		315,000		218,000
All others	International		215,368		34,080
Total Sales and Other Operating Revenues		$	1,459,118	$	1,766,781

Note 6. Inventories

Crude oil, Gas oil and bunkers onboard our vessels are recorded at weighted average cost and carried at the lower of cost or net realizable value. Supplies and other items consist principally of items, spare-parts, consumable goods and equipment supplied to our vessel which are valued at weighted average cost and reviewed periodically for obsolescence or impairment when market conditions indicate.

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Notes to Consolidated Financial Statements (continued)

~~The~~Segment ~~table~~Sales ~~below~~and ~~presents~~Other ~~our~~Operating ~~inventories~~Revenues; asSegment ofsales and other operating revenues, including internal transfers, for the nine-month periods ended ~~June~~September 30, 2021 and ~~December~~ 312020, ~~2020~~are presented in the following table. Products are transferred between operating segments at internal product values that approximate market prices. Revenues for the upstream segment are derived primarily from the purchase and sale of crude oil, ~~respectively:~~as well as the sales to third-parties. Revenues for the downstream segment are derived from the refining and marketing of petroleum products such as gasoline, gas oils, lubricants, residual fuel oils and other products derived from crude oil. Revenues for the midstream segment generated from the vessels chartering and employment of transportation crude oil or refined products, the storing, the wholesale marketing and the retailing in our gas stations. “All Other” activities include revenues from shipping agency service and other operations.

Commodities and Petroproducts Inventories		June 30, 2021			December 31, 2020
			Nine months Ended September 30,
Crude Oil		$	817,864		$	570,000
Sales and Other Operating Revenues			2021			2020
Gas Oil			-			-
Upstream	International		$	620,000		$	749,200
Lubricants			-			68,661
Downstream	International			928,750			765,000
Vessels Inventories & Others
Midstream	International			555,000			993,483
Bunkers R.O.B.*			187,429			253,936
All others	International			215,368			46,778
Lubricants			10,440			10,439
Total Sales and Other Operating Revenues			$	2,319,118		$	2,554,962
Provisions & Stores			-			-
Total		$	1,015,733		$	903,036

Note 6.

Inventories

The table below presents our inventories as of September 30, 2021 and December 31, 2020, respectively:

Commodities and Petroproducts Inventories	September 30, 2021		December 31, 2020
Crude Oil	$	237,864	$	570,000
Gas Oil		-		-
Lubricants		-		68,661
Vessels Inventories & Others
Bunkers R.O.B.*		62,429		253,936
Lubricants		10,440		10,439
Provisions & Stores		-		-
Total	$	*270,7333*	$	903,036

*Vessels ROB of Gas Oil, lubricants and new spare parts are calculated in the balance sheets separately from goods.

Note 7.

Properties, Vessels and Equipment

We depreciate our vessels on a straight-line basis over the estimated useful life which is 108 years from the date of being placed in service by the Company or its affiliate. Depreciation is calculated based on a vessel’s cost less the estimated residual value.

Vessels and other fixed assets, net consisted of the following as of ~~June~~September 30, 2021 and December 31, 2020:

	June 30, 2021			December 31, 2020			Estimated useful Life left (in years)
	September 30, 2021			December 31, 2020			Estimated useful Life left (in years)
Vessels purchased costs*	$	10,888,423		$	10,888,423			2
Furniture and equipment		387,150			387,150			4
Accumulated depreciation**		(78,~~926~~046,~~514~~716	)		(7,445,859	)
Vessels and other fixed assets, net	$	3,~~349~~228,~~059~~857		$	3,829,714

*	On April 1, 2016, Vessel’s properties passed by a virtue of deed transfer (Private Placement) from the CEO Christos Traios (the “Transferor”) to PGI (the “Transferee-guarantor”) and such purchase cost has not been repaid to the beneficiary Transferor;

** Depreciation for the ~~six~~Nine months ended ~~June~~September 30, 2021 and 2020, was $~~308~~428,~~450~~652 and $~~306~~465,~~895~~996, respectively;

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Notes to Consolidated Financial Statements (continued)

Note 8.

Assets held for sale

As of ~~June~~September 30, 2021, the company has no classified any properties as “Assets held for sale” on the Consolidated Balance Sheet.

Note 9.

Changes in Accumulated Compresence Income

Note 10.

Income Taxes

We file income tax returns in various jurisdictions, as appropriate and required. The Company was not subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for any period prior to January 1, 2012. We account for income taxes in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 740-10, Income Taxes. We recognize deferred tax assets and liabilities to reflect the estimated future tax effects, calculated at the tax rate expected to be in effect at the time of realization. We record a valuation allowance related to a deferred tax asset when it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates of the date of enactment. We classify interest and penalties as a component of interest and other expenses. To date, we have not incurred any liability for unrecognized tax benefits, including assessments of penalties and/or interest.

Note 11.

Litigation

There are currently no material pending legal or governmental proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is subject.

Note 12.

Other Contingencies and Commitments

The Company is not a party to any litigation, and, to its best knowledge, no action, suit or proceeding has been threatened against the Company.

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Notes to Consolidated Financial Statements (continued)

Note 13.

Fair Value Measurements

The three levels of the fair value hierarchy of inputs the company uses to measure the fair value of an asset or liability are described as follows:

●	Level 1 - Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

●	Level 2 - Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

●	Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

Marketable Securities; We classify marketable securities as available-for-sale securities, which are carried at their fair value based on the quoted market prices of the securities with unrealized gains and losses, net of deferred income taxes, reported as accumulated other comprehensive income/ (loss), a separate component of shareholders’ equity. Realized gains and losses on available-for-sale securities are included in net earnings in the period earned or incurred

Derivatives; The company records its derivative instruments – other than any commodity derivative contracts that are designated as normal purchase and normal sale – on the Consolidated Balance Sheet at fair value, with the offsetting amount to the Consolidated Statement of Income.

Cash and Cash Equivalents; The company hold cash equivalents in US Dollars and Non-US Dollars. The instruments classified as cash equivalents are primarily bank time deposits with maturities of 90 days or less, and money market funds. “Cash and cash equivalents” had carrying/fair values of $3817,~~595at~~774 at ~~June~~September 30, 2021.

Interest rate risk; is the risk that our earnings are subject to fluctuations in interest rates on either investments or on debt. We do not use derivative instruments to moderate exposure to interest rate risk, if any.

Financial risk; is the risk that our earnings are subject to fluctuations in interest rates or foreign exchange rates. We do not use derivative instruments to moderate exposure to financial risk, if any.

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Notes to Consolidated Financial Statements (continued)

Credit risk adjustments; are applied to reflect the Company’s own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments but incorporates the Company’s own credit risk as observed in the credit default swap market

Note 14.

Revenue

“Sales and other operating revenue” on the Consolidated Statement of Income primarily arise from contracts with customers and consistent with ASC Topic 606. Related receivables are included in “Accounts and notes receivable, net” on the Consolidated Balance Sheet, net of the current expected credit losses. ~~The net balance of these receivables was $2,472,329 and $2,136,790 at June 30, 2021, and December 31, 2020 respectively.~~

As of September 30, 2021, the net balance of these receivables was $2,796,341 and $2,136,790 at September 30, 2021, and December 31, 2020 respectively. Amount of $ 1,094,167 consists receivables from/due of affiliates.

Note 15.

Earnings / (Losses) per Share and Shareholders’ Equity

The table below presents the calculation of basic and diluted net income / (loss) attributable to common shareholders per share as of ~~June~~September 30, 2021:

	June 30,
	September 30,
Basic EPS Calculation	2021			2020
Net income attributable to common shareholders	$	(12,~~395~~998,~~307~~300	)	$	(32,~~077~~618,~~232~~340	)
Denominator for basic net income per share – weighted average shares		35,~~152~~173,~~028~~965			59,~~136~~803,~~808~~712
Conversion of accrued interest on debt held by related party		-			-
Denominator for diluted net income per share		-			-
Basic net earnings per share		(0.~~0397~~08	)		(0.6027	)
Diluted net earnings per share		-			-

As of ~~June~~September 30, 2021, and 2020, the basic weighted average number of shares of Common Stock of the Company was 35,~~152~~173,~~028~~965 and 59,~~136~~803,~~808~~712, respectively.

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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Key Financial Results

~~Second~~Third Quarter of 2021 compared to the ~~Second~~Third Quarter of 2020

Earnings by product sales	~~Six~~Nine months ended ~~June~~September 30,
Net sales volumes per product	2021		2020
Crude Oil Sales	$	-620,000	$	749,200
Gas Oil Sales		870,000		622,000
Lubricants Sales		58,750		143,501
Hires & Freights Sales		~~315~~555,000		~~218~~993,~~000~~483
Other Revenues / Discounts		215,368		3446,~~080~~778
Totals	$	12,~~459~~319,118	$	12,~~766~~554,~~781~~962

Refer to the “Results of Operations” section beginning on page 14 for a discussion of our financial results.

Executive Overview

Petrogress, Inc., is based in Delaware and operates as a holding company and conducts its business through its wholly-owned subsidiaries: Petronav Carriers LLC., (PCL), which manages day-to-day operations of its beneficially-owned affiliated ~~tanker~~and chartered tankers fleet; and Petrogress Int’l LLC. (PIL), which provides management of crude oil purchases and sales; PIL is acting also as a holding company of its branches;

The company maintain its principal marketing and operating offices at 1, Akti Xaveriou, 18538 Piraeus, Greece. Our telephone number at that address is +30 (210) 459-9741.

Business Environment and Outlook

Earnings of the company depend mostly on the profitability of its crude oil business segment. The most significant factor affecting the results of operations is the price of crude oil, which is determined in global markets outside of the company’s control. The price of crude oil has fallen significantly since mid-year 2020. The downturn in the price of crude oil has impacted the company's results of operations, cash flows, leverage, capital and exploratory investment program and production outlook. A sustained lower price environment could result in the impairment or write-off of specific assets in future periods. Similarly, impairments or write-offs have occurred, and may occur in the future, as a result of managerial decisions not to progress certain projects in the company’s portfolio. We have reacted to the downturn by effecting reductions in operating expenses, pacing and re-focusing of capital and exploratory expenditures. Our lack of cash liquidity remains on low levels for the rest of the year and undoubtedly shall continue affecting our operations and cash flow. ~~In addition~~However, ~~the~~management ~~sea-transpiration~~believes ~~impacted~~that ~~hardly~~significant ~~due~~opportunities toexist ~~global~~today ~~low~~and ~~demand~~will ofdevelop ~~oil~~further ~~products.~~in ~~Nevertheless~~the future, itto isleverage ~~our~~the ~~objective~~Company’s toexpertise, ~~deliver~~financial ~~competitive~~strength ~~results~~ and ~~shareholder~~business ~~value~~model in ~~any~~energy ~~business~~markets ~~environment~~around the world.

Response to Market Conditions and COVID-19 During the pandemic period the travel restrictions and other constraints on economic activity were implemented in many locations around the world to limit the spread of the COVID-19 virus. Lower commodity prices negatively impacted the company’s first quarter 2021 financial and operating results. While demand and commodity prices have shown signs of recovery, they are not back to pre-pandemic levels, and financial results will likely continue to be challenged in future quarters. Due to the rapidly changing of environment, there continues to be uncertainty and unpredictability around the extent to which the COVID-19 pandemic will impact our results, which could be material.

Refer to the “Cautionary Statements Relevant to Forward-Looking Information” on Page 2 and to “Risk Factors” in Part II, Item 1A, on page ~~16-~~17 for a discussion of some of the inherent risks that could materially impact the company’s results of operations or financial condition.

* Petrogress, Inc. was incorporated on February 10, 2010 under the laws of the State of Florida as 800 Commerce, Inc. (“800 Commerce”). On February 29, 2016, 800 Commerce entered into an Agreement concerning the Exchange of Securities (“SEA”) with Petrogres Co. Limited, and its sole shareholder, Christos Traios, 800 Commerce issued 136,000,000 shares of restricted Common Stock, representing approximately 85% of the post-transaction issued and outstanding shares, to Mr. Traios in exchange for 100% of the shares of Petrogres Co. Limited. 800 Commerce’s acquisition of Petrogres Co. Limited effected a change in control and was accounted for as a “reverse acquisition” whereby Petrogres Co. was the acquirer for financial statement purposes. Accordingly, the historical financial statements of 800 Commerce are those of Petrogres Co. and its subsidiaries from their respective inception and those of the consolidated entity subsequent to the February 29, 2016 transaction date. On November 16, 2016, Petrogress, Inc., filed Articles of Merger and Plan of Merger in Florida and Delaware to change the Company’s domicile by merging with and into a Delaware corporation formed solely for the purpose of effecting the reincorporation. On July 9, 2018, the Company filed an amendment (the "Amendment") to the Company's Certificate of Incorporation with the Delaware Secretary of State to (a) effect a reverse stock split of the Company's Common Stock at a ratio of one-for-100, (b) reduce the number of authorized shares of Common Stock from 490,000,000 to 19,000,000. During 2020 the company amended its Articles of Incorporation and increase its authorized shares of common stock to 100,000,000. There was no change in the par value of the Company's Common Stock or Preferred Stock as a result of the Amendment.

Page | 1112

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating sectors

Our business operates in the downstream and midstream sectors of the energy industry, where we acquire and supply crude oil, and engage in the refining and marketing of refined products and lubricants. As a supplier, we procure crude oil from our direct sources and deliver by our tankers fleet to buyers’ destinations. We provide our customers with services that require sophisticated logistical operations designed to meet their strict oil quality and delivery scheduling needs. Throughout our history, we have expanded our business capabilities through strategic alliances, select business and vessel acquisitions, and the establishment of new service centers.

Other Businesses

Effected as on November ~~2019~~2020, the company concluded the negotiations to lease three Gas refilling stations in the Mainland of South Greece. The procedures for the obtaining the operating licenses from the local authorities are in progress, simultaneously with the preparation of gas stations designs and drawings in order to commence the modernization and renovation under our brand names. WeAs ~~estimate~~of tomid ~~have~~of September 2021 the first~~-one~~ ~~ready~~fueling ~~for~~station ~~operations~~commenced ~~within~~its ~~July~~operations. Our innovate gas-stations with their unique distinct design, have been developed to offer high performance fuels and a totally new experience to customers, with our vision to deliver a modern and compelling retail experience. The Gas-Stations shall be operated by our branch in Greece and all are designed to provide the drivers food options, cold and hot pre-packaged items.

Our key business segments

The following are descriptions of our recent initiatives undertaken in each of our key business segments:

Downstream; Earnings for the upstream segment are closely aligned with industry prices for crude oil. Crude oil prices are subject to external factors over which the company has no control, including product demand connected with global economic conditions, industry production and inventory levels, technology advancements, production quotas or other actions imposed by the Organization of Petroleum Exporting Countries (OPEC) or other producers, actions of regulators, weather-related damage and disruptions, competing fuel prices, natural and human causes beyond the company's control such as the COVID-19 pandemic, and regional supply interruptions. The company is actively managing its schedule of work, contracting, procurement, and supply chain activities to effectively manage costs, ensure supply chain resiliency and continuity, and support operational goals. The spot markets for many services and materials are softening in response to the economic impact of the COVID-19 pandemic, including the drastic reductions in demand for petroleum products, including gasoline and fuel, among others, and in crude oil prices, which have resulted in significant reductions in economic activity and associated spending in the energy sector. Commodity prices have fallen below break-even levels in many regions. The company’s most significant marketing areas are the West Coast of Africa and East Mediterranean.

Midstream; The outbreak of COVID-19 pandemic occurred the ceased of our entire fleet operations and employments which resulted the complete elimination of freight and hire incomes, while the fleet expenses remained on the same levels during the ~~second~~third quarter 2021. Nevertheless, we believe the shipping industry will be rectified and return to the normal levels, therefore we still seek to expand our midstream operations in other international ocean routes by adding to our fleet larger and younger tanker vessels. We are monitoring the vessel market for opportunities while we are also working to secure the necessary funding for expansion. Our business strategy is based in part upon the expansion of our business to new, or within existing, markets. In order to expand our operations, we will be required to use cash from operations, incur borrowings or raise capital through the sale of debt or equity securities in the public or private markets.

Strategic Alliances. We are dedicated to rapid growth through acquisitions, partnerships and agreements that will enable us to enter and expand into new markets. Our strategy in pursuing these alliances is based on the target’s ability to generate positive cash flow, effectively meet customer needs, and supply desirable products, services, among other considerations.

Results of Operations

The following section presents the results of operations and variances on a before-tax basis for the company’s business operations, as well as for “All Other.” Our operating revenues are driven primarily of the commodities trading sales and our tankers fleet employment days during which our vessels are generating revenues while our financial results are subject to a number of sectors and reflects to the following factors:

Cost of commodities; is the cost we purchase the oil products -mainly the crude oil- and such cost is based either on Brent Index prices or Fixed price, the quality and quantity of the product.

Commodities Operating Expenses; relates to products surveys before and after the shipment, bunkers supplied to the employment vessel, agency and representative services.

~~Shipping~~ Page &| Logistic Expenses; includes the sea freight and mobilization cost, the performed loading and discharging of the product, and any expenses occurred during the shipping time from the loading point up to unloading facilities.13

Page | 12

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Shipping & Logistic Expenses; includes the sea freight and mobilization cost, the performed loading and discharging of the product, and any expenses occurred during the shipping time from the loading point up to unloading facilities.

Vessels Operating Expenses; includes crew wages and bonuses, their medical support and travelling, maintenance and repairs to the vessels hull and their machineries, expenses for supplies of spare-parts and consumable stores, paints, lubricants, fresh water, bunkers, agency services, etc.

General and Administrative Expenses; relates to our directors, officers and managers salaries and compensations, shore staff wages, employee’s federal insurance, offices lease and utilities, telecommunications, travelling and representations of our officers, our agency fees we pay to our branch’s offices in Greece~~, Cyprus, Ghana and Nigeria~~.

Corporate Expenses; are all company’s expenses and includes, our executive’s compensations, attorney’s fee, Auditors and accountant fees, Consultant’s and P/R fees, Transfer agents of our stock, and miscellaneous.

Other factors may affect our Results of Operations; In addition to the said expenses there are factors beyond of our control which may affect seriously our operations results. Inasmuch as we trade also West Africa, which is considered as high risky area, we are expose in a serious amount of risks, such as piracies and hijacks, civil wars, stolen of properties, economy distress, and credit risks.

EBITDA and Adjustment; EBITDA represents net income before expenses, taxes and depreciation. Adjusted EBITDA represents net income before expense, taxes, taxes, depreciation and amortization of dry-docking.

	Six months ended June 30,
	Nine months ended September 30,
	2021			2020
Operating Earnings / (losses)	$	(1,~~378~~652,~~208~~034	)	$	(13,~~928~~107,~~663~~281	)

Operating Earnings/(losses) of during the ~~second~~third quarter of 2021 amount to $(1,~~378~~652,~~208~~034), compared to operating ~~losses~~Earnings/(Losses) of $(13,~~928~~107,~~663~~281) for the same period in 2020.

Consolidated Statement of Income; Sales of products provided in the below table:

Sales of products provided in the below table:

	Nine months Ended September 30,
Net sales volumes per product	2021		2020
Crude Oil Sales	$	620,000	$	749,200
Gas Oil Sales		870,000		622,000
Lubricants Sales		58,750		143,501
Hires & Freights Sales		555,000		993,483
Other Revenues/Discounts		215,368		46,778
Totals	$	2,319,118	$	2,554,962

	Six months Ended June 30,
Net sales volumes per product	2021		2020
Crude Oil Sales	$	-	$	749,200
Gas Oil Sales		870,000		622,000
Lubricants Sales		58,750		143,501
Hires & Freights Sales		315,000		218,000
Other Revenues/Discounts		215,368		34,080
Totals	$	1,459,118	$	1,766,781

Cost of Goods Sold provided in the below table:

	Six months Ended June 30,
	Nine months Ended September 30,
Cost of goods sold	2021			2020
Crude Oil purchased costs	$	-(620,000	)	$	(1,250,000	)
Gas Oil purchased costs		(630,000	)		(520,000	)
Lubricants purchased costs		(68,660	)		(129,000	)
Vessels leases & charters		(~~858~~628,540	)		-
Totals	$	(1,~~557~~947,200	)	$	(1,899,000	)

● Sales: Total operating sales for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, were $12,~~459~~319,118 and $12,~~766~~554,~~781~~962, respectively, a decrease of $~~307~~235,~~663~~844 or approximately 179%.

● Cost of goods sold: For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, cost of goods sold was $1,~~557~~947,200 and $1,889,000, respectively, aan ~~decrease~~increase of $~~331~~58,~~800~~200 or approximately 173%.

Page | 1314

Management’s Discussion and Analysis of Financial Condition and Results of Operations

● Corporate expenses: Corporate expenses mainly include the expenses incurred by Petrogress, Inc. Our Corporate expenses for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 were $8419,~~661~~610 and $~~293~~790,~~168~~797, respectively, a decrease of $~~284~~371,~~507~~187 or approximately 9747%.

● General and administrative expenses: For the ~~six~~nine months ended ~~June~~September 30, 2021, General and administrative expenses decreased to $~~258~~105,~~836~~916 compared to $12,~~187~~456,~~591~~502 for the ~~six~~nine months ended ~~June~~September 30, 2020, a decrease of $~~928~~2,~~755~~350,586 or approximately 7896%.

● Net income / (loss) attributable PGI: For the ~~six~~nine months ended ~~June~~September 30, 2021, the Company had a net loss of $12,~~395~~998,~~307~~300 while for the ~~six~~nine months ended ~~June~~September 30, 2020, the Company had a net loss of $32,~~077~~618,~~232~~340, aan ~~decrease~~increase of $1379,~~681,925~~960 or approximately 5414%.

● EBITDA: For the ~~six~~nine months ended ~~June~~September 30, 2021, EBITDA amounted to $(1,~~378~~652,~~208~~034) compared to $(13,~~928~~107,~~663~~281) for the ~~six~~nine months ended ~~June~~September 30, 2020.

Consolidated results of Operation (after eliminations)	~~Six~~Nine months Ended ~~June~~September 30,
	2021			2020
Total Operating Revenues	$	12,~~459~~319,118		$	12,~~766~~554,~~781~~962
Total Inventories (Bunkers – Lubricants & Spare parts)		1270,~~015,~~733			~~903~~1,~~036~~424,436
Total Operating Expenses & Cost of Goods Sold*	$	(25,~~854~~258,~~425~~709	)	$	(36,~~695~~151,~~444~~184	)

Operating expenses includes, corporate expenses, shipping & logistic, commodities purchase cost, fleet expenses, General and Administrative expenses, and Depreciation expense;

Summarized Financial Data – Subsidiaries

The management and operation of our business is performed directly and independently by each subsidiary. Assets, inventories, partnership interests, joint venture interests and contracts are held by the subsidiaries. Petrogress, Inc., the parent company, does not have revenues while it suffers all the necessary operating and general and administrative expenses in order to comply with the regulatory requirements of the SEC.

Petrogress Int’l LLC. (PIL)

Summarized financial information is presented in the following table:

	Six months Ended
	Nine months Ended
	June 30
	September 30
	2021			2020
Sales and other operating revenues	$	~~928~~1,548,750		$	1,514,701
Inventory (Crude oil & Lubricants)		~~851~~231,365			699,397
Cost and other expenses		(13,~~197~~069,~~729~~441	)		(26,~~097~~151,~~517~~184	)
Net income / (loss) attributable to Petrogress, Inc.*	$	~~582~~(1,~~386~~289,326	)	$	~~116~~(3,~~581~~937,086	)

* 100% Net income / (loss) attributable to Petrogress, Inc.

Petronav Carriers LLC. (PCL)

Summarized financial information is presented in the following table:

	Six months Ended
	Nine months Ended
	June 30
	September 30
	2021			2020
Sales and other operating revenues	$	~~530~~770,368		$	~~447~~1,~~080~~040,261
Inventory (Bunkers – Lubricants & Spare Parts)		~~164~~39,369			~~203~~146,~~639~~298
Cost and other expenses		(1,~~344~~340,~~427~~518	)		(12,~~451~~512,~~300~~025	)
Net income / (loss) attributable to Petrogress, Inc. *	$	(~~649~~530,~~690~~781	)	$	(~~800~~1,~~581~~325,466	)

* 100% Net income / (loss) attributable to Petrogress, Inc.

Page | 1415

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Petrogress, Inc. (PGI)

The following table presents the results of equity interest PGI has into the subsidiaries:

	Six months Ended
	Nine months Ended
	June 30
	September 30
	2021			2020
Sales and other operating revenues	$	-		$	-
Corporate, Administrative and other expenses		(~~147~~278,~~639~~917	)		(1437,~~487,941~~791	)
Net income / (loss) attributable to Petrogress, Inc.*	$	(~~147~~278,~~639~~917	)	$	(1437,~~487,941~~791	)

Net income / (loss) attributable from ownership interest of the subsidiaries.

Liquidity & Capital Resources

Our main sources of liquidity are cash and cash equivalents, accounts receivable and internally generated cash flow from operations. At ~~June~~September 30, 2021, we had a working capital of $~~316~~(578,~~985~~740) consisting of $3817,~~595~~774 in cash and cash equivalents, $2,~~472~~796,~~329~~341 in accounts receivable, $~~708~~338,~~224~~946 in claims receivable, $1270,~~015,~~733 in inventories, and $~~572~~372,763 in prepaid expenses and other current assets.

For the ~~six~~nine months ended ~~June~~September 30, 2021, net cash provided by operating activities was $~~453~~(260,~~271~~896) compared to $~~699~~794,~~043~~469 for the same period in 2020. Assets included in the calculation of the Company’s working capital have ~~increased~~decreased by $~~344~~2,~~723~~122,341 mainly from the increase in accounts receivable.

The company’s future debt level is dependent primarily on results of operations, cash that may be generated from asset dispositions, the capital program, lending commitments to affiliates, and shareholder contributions. Our need for capital resources is driven by our expansion plans, ongoing maintenance and improvement of our vessels, support of our operational expenses, corporate overhead and the expenses we suffer in order to comply with the regulatory requirements of SEC. Specifically, Petrogress, Inc., the parent company, does not have revenues while it suffers all the necessary operating and general and administrative expenses to comply with the regulatory requirements of the SEC.

Cash and Cash Equivalents; The following table presents sources and use of cash and cash equivalents:

	Six months Ended June 30,
	Nine months Ended September 30,
Sources of cash and cash equivalents	2021			2020
Operating activities	$	~~453~~(260,~~271~~896	)	$	~~699~~794,~~043~~469
Borrowing		-			-
Others		-			-(932,824	)
Total sources of cash and cash equivalents	$	~~453~~(260,~~271~~896	)	$	~~699~~(132,~~043~~355	)

Management seeks to secure the necessary financing for the expansion of Company’s operations. The company needs to raise a reasonable finance in order to expand its operations, increase the oil sales and support its projects of the gas-stations

Item 3 – Quantitative and Qualitative Disclosures about Market Risk

Information about market risks for the ~~six~~nine months ended ~~June~~September 30, 2021, does not differ materially from that discussed under Item 7A of Petrogress 2020 Annual Report on Form 10-K.

Item 4 – Controls and Procedures

(a) Evaluation of disclosure controls and procedures

The company’s management has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the company’s disclosure controls and procedures were effective as of ~~June~~September 30, 2021.

(b) Changes in internal control over financial reporting

During the ~~six~~nine months ended ~~June~~September 30, 2021, there were no changes in the company’s internal control over financial reporting that have materially affected or are reasonably likely to affect, the company’s internal control over financial reporting.

Page | 1516

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

Information about legal proceedings for the ~~six~~nine months ended ~~June~~September 30, 2021, does not differ materially from that discussed under Item 3 of Petrogress 2020 Annual Report on Form 10-K.

Item 1A – Risk Factors

Some inherent risks could materially impact the company’s financial results of operations or financial condition. Information about risk factors for the ~~six~~nine months ended ~~June~~September 30, 2021, does not differ materially from that set forth under the heading “Risk Factors” on pages 10 through 14 of the company’s 2020 Annual Report on Form 10-K.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

The table below presents the issued shares during the quarter ended ~~June~~September 30, 2020:

Period	Total Number of Shares		Class	~~Class~~
April 1 – April 30, 2021		-
July 1 – July 31, 2021		-
May 1 – May 31, 2021		-
August 1 – August 31, 2021		-
June 1 – June 30, 2021		-
September 1 – September 30, 2021		990,000	Common Shares
Total		-990,000

Item 5 – Other Information

None

Item 6- Exhibits

The information required by this Item 6 is set forth in the Exhibit Index accompanying this Form 10Q

Page | 1617

Exhibits Index

Exhibit Number	Exhibits Description		Page(s)
Exhibit	Exhibits	Page(s)
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*		Page 19
Number	Description
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*		Page 20
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*	Page 20
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.*		Page 21
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14a/Rule 14d-14(a)*	Page 21
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.*		Page 22
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.*	Page 22
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.*	Page 23
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101. INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101. SCH	Inline XBRL Taxonomy Extension Schema Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101. CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101. DEF	Inline XBRL Taxonomy Extension Definition Linkbase Documet*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101. LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
104	Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document)*
101. PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) *

*	Filed herewith

Page | 1718

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: August 31, 2021	PETROGRESS, INC.
Date: January 25, 2022	PETROGRESS, INC.
	By:	/s/ Christos Traios
		Christos Traios
		President and Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Evangelos Makris
		Evangelos Makris
		Chief Financial Officer (Principal Financial and Accounting Officer)

Page | 1819

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