SECURITIES & EXCHANGE COMMISSION EDGAR FILING Transportation & Logistics Systems, Inc. Form: 10-Q Date Filed: 2015-11-06 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 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 [ ] 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 of Primary Standard Industrial IRS Employer 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 November 5, 2015 Common Stock, $0.001 26,993,640 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 10 Item 4. Controls and Procedures 10 PART II. OTHER INFORMATION Item 1. Legal Proceedings 10 Item 1A. Risk Factors 10 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10 Item 3. Defaults Upon Senior Securities 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 5. Other Information 11 Item 6. Exhibits 11 Signatures 12 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 SEPTEMBER 30, 2015 AND MARCH 31, 2015 (Unaudited) September 30, 2015 March 31, 2015 ASSETS Current assets Cash $ 20,082 $ - Prepaid expenses 5,625 1,875 Total current assets 25,707 1,875 Oil & Gas Exploration 737,500 737,500 Fixed Assets, net of accumulated depreciation of $693 and $462 as of September 30, 2015 and March 31, 2015, respectively 2,079 2,310 Website, net of accumulated amortization of $16,178 and $11,502, as of September 30, 2015 and March 31, 2015, respectively 13,625 18,301 Total Assets $ 778,911 $ 759,986 LIABILITIES AND SHAREHOLDERS’ DEFICIENCY Current Liabilities Bank overdraft $ - $ 435 Accounts payable and accrued expenses 100,915 121,708 Accrued liabilities, director 22,500 25,000 Notes payable, related-party 10,118 10,118 Total current liabilities 133,533 157,261 Total liabilities 133,533 157,261 Shareholders’ Deficiency Preferred Stock: $0.001 par value, 4,000,000 shares authorized; no shares issued and outstanding as of September 30, 2015 and March 31, 2015. - - Common stock; $0.001 par value, 40,000,000 shares authorized; 26,888,850 and 26,316,922 shares issued and outstanding as of September 30, 2015 and March 31, 2015, respectively 26,889 26,317 Additional paid-in capital 2,222,696 1,943,668 Accumulated deficit (1,604,207) (1,367,260) Total shareholders’ equity 645,378 602,725 Total liabilities and shareholders’ equity $ 778,911 $ 759,986 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 SIX MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (Unaudited) Three months ended September 30, Six months ended September 30, 2015 2014 2015 2014 EXPENSES Lease property and exploration costs $ 33,269 $ 32,117 $ 46,686 $ 48,947 General and administrative expenses 42,905 42,274 80,838 81,452 Professional fees 49,371 62,752 91,823 95,538 Stock compensation expense 17,600 41,000 17,600 41,000 Net loss from Operation before Taxes (143,145) (178,143) (236,947) (266,937) PROVISION FOR INCOME TAXES - - - - NET LOSS $ (143,145) $ (178,143) $ (236,947) $ (266,937) (LOSS) PER COMMON SHARE -BASIC AND DILUTED $ (0.01) $ (0.01) $ (0.01) $ (0.01) WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 26,589,887 25,809,039 26,609,200 25,726,531 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 SIX MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 (Unaudited) Six months Ended September 30, 2015 2014 OPERATING ACTIVITIES Net income (loss) $ (236,947) $ (266,937) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 4,907 4,650 Common stock issued for Services 17,600 41,000 Increase (decrease) in: Bank overdraft (435) - Accounts payables and accrued liabilities (20,793) 26,025 Prepaids (3,750) (5,625) Accrued payroll, officer (2,500) (5,000) Net cash used in operating activities (241,918) (205,887) INVESTING ACTIVITIES Investment in fixed assets - (2,772) Investment in Oil & Gas Exploration - (100,000) Net cash used in investing activities - (102,772) FINANCING ACTIVITIES Sales of Common stock 262,000 322,500 Net cash provided by financing activities 262,000 322,500 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 20,082 13,841 CASH AND CASH EQUIVALENTS -BEGINNING OF PERIOD - 9,037 CASH AND CASH EQUIVALENTS -END OF PERIOD $ 20,082 $ 22,878 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 $ 17,600 $ 41,000 Common stock issued for the acquisition of land lease $ - $ 187,500 The accompanying notes are an integral part of these financial statements. F-3 EDGAR Stream is a copyright of Issuer Direct Corporation, all rights reserved. PETROTERRA CORP. Notes To The Financial Statements September 30, 2015 (Unaudited) 1. ORGANIZATION AND BUSINESS OPERATIONS PetroTerra Corp. (the “Company”) was incorporated under the laws of the State of Nevada, on July 25, 2008. The Company is an independent exploration and development company focused on the acquisition of property (or property leases enabling us to explore and exploit such property) that we believe may contain extractable oil and/or gas. The Company plans to identify, evaluate and acquire oil and gas exploration and development opportunities primarily within the United States. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. 2. GOING CONCERN The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,604,207 as of September 30, 2015 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities, which have arisen from normal business operations as they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand loans from our director and/or private placements of common stock. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. These statements reflect all adjustments, including of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim financial statements be read in conjunction with the financial statements of the Company for the year ended March 31, 2015 and notes thereto included in the Company’s annual report on Form 10-K.