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Transportation & Logistics Systems, Inc SECURITIES & EXCHANGE COMMISSION EDGAR FILING Transportation & Logistics Systems, Inc. Form: 10-Q/A Date Filed: 2017-08-22 Corporate Issuer CIK: 1463208 © Copyright 2020, Issuer Direct Corporation. All Right Reserved. Distribution of this document is strictly prohibited, subject to the terms of use. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 001-34970 PetroTerra Corp. (Exact Name of Issuer as specified in its charter) Nevada 7380 26-3106763 (State or jurisdiction Primary Standard Industrial IRS Employer of incorporation or organization) Classification Code Number Identification Number 422 East Vermijo Avenue, Suite 313 Colorado Springs, Colorado 80903 (Address of principal executive offices) 719-219-6404 (Issuer’s telephone number) (Former name, former address and former fiscal year, if changed since last report.) Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes [X] No [ ] Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer or a smaller reporting company. Large accelerated filer [ ] Accelerated filer [ ] Non accelerated filer [ ] Small reporting company [X] Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date: Class Outstanding as of February 14, 2017 Common Stock, $0.001 28,323,588 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. FORM 10-Q PETROTERRA CORP. EXPLANATORY NOTE This quarterly report on Form 10-Q/A is being filed as Amendment No. 1 to our Quarterly report on Form 10-Q which was originally filed on February 14, 2017. On August 18, 2017, the Board of Directors (the “Board”) of PetroTerra Corp. (the “Company”), upon the recommendation of management, determined that the unaudited financial statements as of and for the quarterly period ended December 31, 2016, and the interim financial period ended March 31 2017, previously filed by the Company with the Securities and Exchange Commission, should no longer be relied upon. The Company has determined that the financial statements referenced above should no longer be relied upon because they reference a November 22, 2016, reverse stock split of the Company’s outstanding shares of common stock at a ratio of 1 for 30 (the “Reverse Stock Split”) that was approved by the Board and the requisite shareholders of the Company; however, although it was filed with and processed by the Financial Industry Regulatory Authority (“FINRA”), the prior management of the Company did not follow through and obtain ultimate approval of the Reverse Stock Split by FINRA. Accordingly, the Reverse Stock Split never became effective. Furthermore, the Company has corrected Note 8 Subsequent Event to correct the investor name that purchased the 51% of the Company shares on January 9, 2017 and to disclose the sale by the Company of new Series A convertible preferred shares. This Amendment No. 1 to the Form 10-Q for the period ended December 31, 2016 contains currently dated certifications as Exhibits 31.1, 31.2, and 32.1, and 32.2. No attempt has been made in this Amendment No. 1 to the Form 10-Q for the period ended December 31, 2016 to modify or update the other disclosures presented in the Form 10-Q as previously filed, except as required by the restatement. This Amendment No. 1 on Form 10-Q/A does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with our other filings with the Securities and Exchange Commission. EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. FORM 10-Q PETROTERRA CORP. INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements F-1 Balance Sheets F-1 Statements of Operations F-2 Statements of Cash Flows F-3 Notes to Financial Statements F-4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3 Item 3. Quantitative and Qualitative Disclosures About Market Risk 8 Item 4. Controls and Procedures 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings 9 Item 1A. Risk Factors 9 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 9 Item 3. Defaults Upon Senior Securities 9 Item 4. Submission of Matters to a Vote of Security Holders 9 Item 5. Other Information 9 Item 6. Exhibits 9 Signatures 10 2 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. PART I. FINANCIAL INFORMATION Item 1. Financial Statements PetroTerra Corp. BALANCE SHEETS As of December 31, 2016 and March 31, 2016 December 31, 2016 March 31, 2016 (Restated) (Unaudited) ASSETS Current assets Cash $ - $ - Prepaid expenses - 1,875 Total current assets - 1,875 Oil & Gas Exploration - - Fixed Assets, net of accumulated depreciation of $2,079 and $1,386 as of December 31, 2016 and March 31, 2016, respectively 693 1,386 Website, net of accumulated amortization of $29,803 and $21,436, as of December 31, 2016 and March 31, 2016, respectively - 8,367 Total Assets $ 693 $ 11,628 LIABILITIES AND SHAREHOLDERS’ DEFICIENCY Current Liabilities Bank overdraft $ 78 $ 208 Accounts payable and accrued expenses 211,075 153,384 Accrued liabilities, director 54,000 41,250 Notes payable, related-party 15,187 10,118 Total current liabilities 280,340 204,960 Total liabilities 280,340 204,960 Shareholders’ Equity Preferred Stock: $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding as of December 31, 2016 and March 31, 2016. - - Common stock; $0.001 par value, 500,000,000 shares authorized; 28,323,588 ,and 27,251,466 shares issued and outstanding as of December 31, 2016 and March 31, 2016, respectively 28,324 27,252 Additional paid-in capital 2,504,852 2,409,933 Accumulated deficit (2,812,823) (2,630,517) Total shareholders’ equity (279,647) (193,332) Total liabilities and shareholders’ equity $ 693 $ 11,628 The accompanying notes are an integral part of these financial statements. F-1 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. PETROTERRA CORP. STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED DECEMBER 31, 2016 AND 2015 (Unaudited) Nine months ended Three months ended December 31 December 31, 2016 2015 2016 2015 EXPENSES Lease property and exploration costs $ - $ 24,000 $ - $ 70,686 General and administrative expenses 32,659 60,136 102,500 140,974 Professional fees 26,970 31,888 75,183 123,711 Stock compensation expense - 48,000 4,000 65,600 TOTAL OPERATING EXPENSES (59,629) (164,024) (181,683) (400,971) OTHER INCOME (EXPENSE) Gain on sale of land leases 10,000 - 10,000 - Loss on conversion of related party debt - - (10,622) - Other Income (Expense) 10,000 - (622) - Net loss from Operation before Taxes (49,629) (164,024) (182,305) (400,971) PROVISION FOR INCOME TAXES - - - - NET LOSS $ (49,629) $ (164,024) $ (182,305) $ (400,971) (LOSS) PER COMMON SHARE - BASIC AND DILUTED (Restated) $ (0.00) $ (0.01) $ (0.01) $ (0.02) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (Restated) 28,323,588 26,967,599 28,080,621 26,640,652 The accompanying notes are an integral part of these financial statements. F-2 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. PETROTERRA CORP. STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED DECEMBER 31, 2016 AND 2015 (Unaudited) Nine months Ended December 31, 2016 2015 OPERATING ACTIVITIES Net income (loss) $ (182,305) $ (400,971) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 9,060 7,853 Common stock issued for services 4,000 65,600 Conversion of officer payroll to common stock 30,000 - Loss on conversion of related party debt 10,622 - Increase (decrease) in: Bank overdraft (130) (84) Accounts payables and accrued liabilities 57,691 (23,773) Prepaids 1,875 (1,875) Accrued payroll, officer 54,000 1,250 Net cash used in operating activities (15,187) (352,000) FINANCING ACTIVITIES Advances from shareholder 15,187 - Sales of Common stock - 352,000 Net cash provided by financing activities 15,187 352,000 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - - CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD - - CASH AND CASH EQUIVALENTS - END OF PERIOD $ - $ - SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest $ - $ - Cash paid for taxes $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES: Common stock issued for services $ 4,000 $ 65,600 Common stock issued for conversion of related party debt $ 91,991 $ - The accompanying notes are an integral part of these financial statements.
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