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Yikes, what happened to this stock?!
The delayed SEC report is coming. When you have a double, at least, in revenue,it's a good thing. We may see a triple. What will that mean?
Big changes coming. The trucking industry is one of the constants during this pandemic. May 14th will begin the start of a possible rise in the PPS. Why the 14th? Because the yearly report was extended. Just ask yourself what will happen when the revenues double or better and better yet,,,when we get past this pandemic.
$TLSS The capital structure is inviting with only 11.7 million shares of stock outstanding as of November 2019. And, the small float keeps the stock thinly traded. However, with the planned GRC deal being an all-stock transaction, liquidity is on the way to help facilitate a more predictable market for its shares.
2/25/20 New Investor Relations $TLSS Video
Correct Link
https://www.otcmarkets.com/stock/TLSS/news/story?e&id=1540097
3/26/20 8K $TLSS Will File 2019 Financials No Later Than May 14th, 2020.
https://ih.advfn.com/stock-market/USOTC/transportation-and-logis-pk-TLSS/stock-news/82093309/current-report-filing-8-k
3/17/20 New Investor Relations $TLSS Video $60M (Audited) Revenues 2018
4/19/19 Transportation and Logistics Systems Secures New Management
West Palm Beach, Fla., April 10, 2019 (GLOBE NEWSWIRE) -- Transportation and Logistics Systems, Inc. (f/k/a PetroTerra Corp.) (the "Company") (OTC:TLSS), a leading eCommerce fulfillment service provider, announced today that, effective with the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, John Mercadante and Douglas Cerny, both formally of Coach USA, have agreed to join to the Company as members of the Board of Directors. John Mercadante has also agreed to replace Steve Yariv as CEO and Chairman of the Company.
John Mercadante was Coach USA’s President and Chief Operating Officer. John was an integral part of Coach USA’s IPO and growing that company’s annual revenues from approximately $100 million to over $1 billion in just three years. Doug Cerny is the former Senior Vice President and General Counsel of Coach USA, and worked closely with John Mercadante in building Coach USA to a billion dollar company. Steve Yariv has agreed to remain a member of the Board of Directors and President of the Company’s Save On Auto Transport subsidiary.
Separately, the Company is pleased to announce the elimination of nearly $1M of debt, preferred stock and common stock warrants in an effort to improve our balance sheet and tighten our capitalization table. The elimination of all warrants and preferred stock substantially reduced the amount of future share issuances. Future CEO and Chairman John Mercadante stated: “I am looking forward to taking the helm of this Company. Online retail is now the new mainstream commerce model and eCommerce fulfilment will continue to grow exponentially. Our Company’s existing platform and combination of competency, reliability and experience will help us build a stronger and much larger company and create shareholder value”.
Steve Yariv, current CEO of the Company stated, “We are excited to have John Mercadante and Doug Cerny join our management team. Their success in the transportation industry with Coach USA is well documented”.
Mr. Yariv added: “We are pleased that we were able to reach agreements with our debt holders to restructure and exchange their debt for common equity. We were also able to reach agreements with our preferred stock holders and all warrant holders to have these instruments exercised and exchanged for common stock. As we bring on new management and tighten our capitalization table we expect to be able to uplist to a national exchange later this year”.
About Transportation and Logistics Systems Inc:
Transportation and Logistics Systems, Inc. (OTC:TLSS) operates through its subsidiaries as a leading logistics and transportation company specializing in eCommerce fulfillment, last mile, two-person home delivery and line haul services for the world’s leading online retailers. For more information about the Company and its subsidiaries visit the Company’s public filings at sec.gov.
Forward Looking Statements
Statements in this press release regarding the Company that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and a stockholders’ deficit and our ability to achieve sustained profitability; material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These forward-looking statements represent our estimates and assumptions only as of the date of this release and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this release. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.
CONTACT:
Investor Relations
Transportation and Logistics Systems, Inc.
561-672-7068
3/24/20 TLSS Announces $1.7 Million in Debt Settlement Agreements
Discounted Settlements Will Eliminate High-Interest Loans and Improve Cashflow
WEST PALM BEACH, FLORIDA, March 24, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Transportation and Logistics Systems, Inc. (OTC: TLSS), (“TLSS", or the “Company"), a leading eCommerce fulfillment service provider, announced today that it has entered into several debt settlement agreements which, when finalized, will eliminate a total of approximately $1.7 million of high interest rate loans.
The settlements include four (4) outstanding merchant credit advance loans in the aggregate amount of approximately $1,600,000 and a Senior Secured Promissory Note (“Secured Note”) in the approximate amount of $100,000 as well as the cancellation of 40,300 common stock warrants that were issued in connection with the Secured Note. TLSS will pay approximately $1,100,000, in the aggregate, to settle the debts (together, the “Debt Settlements”). Once completed, the Debt Settlements will also eliminate all default penalties, unpaid accrued interest, legal fees and other charges that could have been assessed on these debt instruments.
According to Sebastian Giordano, who was recently engaged as a turnaround and restructuring consultant and who negotiated the Debt Settlements, “TLSS’s cashflow has been severely hampered during the last several months by these high-interest loans which required the Company to make payments of over $500,000 per month in principal and interest. While more work remains to be done to stabilize the Company’s balance sheet, these discounted settlements are a significant first step toward improving the Company’s financial condition.”
About Transportation and Logistics Systems, Inc.
TLSS operates as a leading logistics and transportation company specializing in eCommerce fulfillment, Last Mile, two-person Home Delivery and Line Haul services for the world’s leading online retailers through its wholly-owned operating subsidiaries, PrimeEFS, LLC and ShypDirect, LLC. For more information about the Company and its subsidiaries visit the Company’s website, www.tlssinc.com, or public filings at SEC.gov.
Forward Looking Statements
Statements in this press release regarding the Company that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and a stockholders’ deficit and our ability to achieve sustained profitability; material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These forward-looking statements represent our estimates and assumptions only as of the date of this release and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this release. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.
Contact:
PCG Advisory
Jeff Ramson
(646) 762-4518
jramson@pcgadvisory.com
Source: Transportation and Logistics Systems, Inc.
© 2020 GlobeNewswire, Inc.
3/19/20 Transportation and Logistics Systems, Inc. Expands Operations to Accommodate Increased ECommerce Demand
Working Closely with ECommerce Partners to Ensure Delivery Continuity Amid COVID-19
WEST PALM BEACH, FLORIDA, March 19, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Transportation and Logistics Systems, Inc. (OTC: TLSS), (“TLSS", or the “Company"), a leading eCommerce fulfillment service provider, announced today that it has taken several immediate steps to address the heightened logistical demands of its ecommerce partners and the general public as a result of the current Coronavirus pandemic.
According to Frank Mazzola, Chief Operating Officer of PrimeEFS and ShypDirect, TLSS’ delivery brands, “TLSS is partnering with its customers, which includes some of the leading eCommerce companies in the world, to enable them to fulfill their delivery commitments and ensure people have the vital supplies they need during this crisis. To meet the increased demand, we are hiring more drivers and adding new routes in our seven states of operation as more and more people are being asked to stay in their homes.”
“Notably, in cooperation with our eCommerce partners and to ensure our ability to handle the heightened demand, we have also increased the hourly wage for all of our drivers by $2.00 per hour, as we feel it is equally as important to reward our drivers for their dedication and commitment. These are trying times and we want to be as responsive as possible to maintaining the consistent flow of goods to the general public,” Mr. Mazzola added.
These policies will stay in effect until April 30, 2020, at which time TLSS will re-evaluate the situation.
About Transportation and Logistics Systems, Inc.
TLSS operates as a leading logistics and transportation company specializing in eCommerce fulfillment, Last Mile, two-person Home Delivery and Line Haul services for the world’s leading online retailers through its wholly-owned operating subsidiaries, PrimeEFS, LLC and ShypDirect, LLC. For more information about the Company and its subsidiaries visit the Company’s website, www.tlssinc.com, or public filings at SEC.gov.
Forward Looking Statements
Statements in this press release regarding the Company that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and a stockholders’ deficit and our ability to achieve sustained profitability; material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These forward-looking statements represent our estimates and assumptions only as of the date of this release and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this release. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.
Contact:
PCG Advisory
Jeff Ramson
(646) 762-4518
jramson@pcgadvisory.com
Source: Transportation and Logistics Systems, Inc.
© 2020 GlobeNewswire, Inc.
3/10/20 TLSS Engages Sebastian Giordano as Turnaround and Restructuring Consultant
Giordano Brings Over 30 Years of C-Level Experience Delivering Revenue Growth and Profit Enhancement
WEST PALM BEACH, FLORIDA, March 10, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Transportation and Logistics Systems, Inc., f/k/a PetroTerra Corp, (OTC:TLSS), (“TLSS", or the “Company"), a leading eCommerce fulfillment service provider, announced today that it has engaged the services of Mr. Sebastian Giordano as a turnaround and restructuring consultant.
Mr. Giordano has more than thirty-years of strategic, operational and operations experience in leading start-up businesses, turnaround situations and emerging growth companies, as well as an extensive background with public companies, mergers and acquisitions and capital raising. For example, in February 2013, Mr. Giordano joined WPCS International Incorporated as a member of its board of directors. He was subsequently named Interim Chief Executive Officer in August 2013 and Chief Executive Officer in April 2016, while leading a successful restructuring of WPCS, primarily through the: (i) sale and/or closing of unprofitable business units; (ii) reduction of millions of dollars in administrative costs; and (iii) elimination of all secured debt. This restructuring culminated in the completion of a reverse merger with DropCar, Inc. (NASDAQ: DCAR). Mr. Giordano currently serves on the board of directors of DCAR and following the reverse merger, provided consulting services to DCAR from July 2018 to March 2019.
John Mercadante, Chairman and Chief Executive Officer of TLSS, stated, “We are excited to welcome Sebastian to TLSS and look forward to his contributions. His extensive experience and demonstrated success in stabilizing businesses and then leading their successful emergence in growing markets is a natural fit for our business.”
Mr. Giordano added, “While restructuring the Company’s balance sheet is paramount, I believe that TLSS’ underlying business represents an exciting opportunity for continued growth in the rapidly changing and expanding logistics and transportation industry.”
The three-year agreement with Mr. Giordano is with his consulting company, Ascentaur LLC, and provides for the opportunity for Mr. Giordano to join the Company as its Chief Executive Officer and a member of the board of directors based upon the Company achieving certain milestones.
About Transportation and Logistics Systems, Inc.
TLSS operates as a leading logistics and transportation company specializing in eCommerce fulfillment, Last Mile, two-person Home Delivery and Line Haul services for the world’s leading online retailers through its wholly-owned operating subsidiaries, PrimeEFS, LLC and ShypDirect, LLC. For more information about the Company and its subsidiaries visit the Company’s website, www.tlssinc.com, or public filings at SEC.gov.
Forward Looking Statements
Statements in this press release regarding the Company that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and a stockholders’ deficit and our ability to achieve sustained profitability; material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These forward-looking statements represent our estimates and assumptions only as of the date of this release and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this release. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.
Contact:
PCG Advisory
Jeff Ramson
(646) 762-4518
jramson@pcgadvisory.com
Source: Transportation and Logistics Systems, Inc.
© 2020 GlobeNewswire, Inc.
3/3/20 TLSS Selects PCG Advisory for Investor Relations and Strategic Communications
PCG Advisory to Develop a Communications and Awareness Strategy for Growing Logistics and Transportation Company
WEST PALM BEACH, FLORIDA, March 03, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Transportation and Logistics Systems, Inc., f/k/a PetroTerra Corp, (OTC:TLSS), (“TLSS", or the “Company"), a leading eCommerce fulfillment service provider, announced today that it has retained PCG Advisory, Inc. ("PCG Advisory"), a leading investor relations and digital strategies firm, to serve as an advisor for investor relations and strategic communications.
According to Chairman and Chief Executive Officer John Mercadante, "TLSS has the potential to be a leader in the rapidly growing logistics and transportation industry. These are exciting times at TLSS and partnering with PCG Advisory, which represents other emerging micro-cap companies, will help us to more effectively communicate our evolving message to all TLSS stakeholders as well as raise awareness of TLSS with the investment community."
Jeff Ramson, Founder and Chief Executive Officer of PCG Advisory, commented, "The logistics and transportation industry is an important and growing part of the U.S. economy. The sector has experienced significant growth in the ten years since the country has emerged from recession, growing 12.7% between 2008 and 2017 and adding 416,316 jobs. This outpaced the 5% job growth of the U.S. as a whole over the same time period. With the growing e-commerce sector driving the growth of the logistics market, the U.S. e-commerce industry is expected to register an exponential growth rate and account for 7% of all U.S. retail sales by 2023. We believe that TLSS can benefit from these trends and we look forward to executing a strategic communications program for them.”
About Transportation and Logistics Systems, Inc.TLSS operates as a leading logistics and transportation company specializing in eCommerce fulfillment, Last Mile, two-person Home Delivery and Line Haul services for the world’s leading online retailers through its wholly owned operating subsidiaries, PrimeEFS, LLC and ShypDirect, LLC. For more information about the Company and its subsidiaries visit the Company’s website, www.tlssinc.com, or public filings at SEC.gov.
About PCG Advisory, Inc.PCG Advisory is a leading investor relations firm dedicated to the delivery of top-tier strategic services that encompass investor relations, capital markets navigation, and corporate communications for innovative and emerging companies from around the globe. PCG Advisory has extensive experience with life science, fintech and blockchain companies.
PCG Advisory is part of PCG Holdings Inc., a holding company for a network of resources dedicated to the discovery and creation of value in the small and micro-cap equity market that was founded in 2008. All subsidiaries of PCG Holdings are geared toward helping investors identify value where it is not most obvious by facilitating a dynamic flow of information between its clients and the investment community.
PCG Holdings operating subsidiaries also includes PCG Digital which owns, partners with and/or licenses innovative aggregation, distribution, and engagement platforms. PCG Digital reaches thousands of individual, retail and institutional investors and stakeholders through its proprietary and extensive distribution network as well as through the use of unique multimedia marketing and audience development techniques. For more information, please go to: www.pcgadvisory.com
Forward Looking StatementsStatements in this press release regarding the Company that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and a stockholders’ deficit and our ability to achieve sustained profitability; material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These forward-looking statements represent our estimates and assumptions only as of the date of this release and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this release. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.
CONTACT:
PCG Advisory
Jeff Ramson
(646) 762-4518
jramson@pcgadvisory.com
Source: Transportation and Logistics Systems, Inc.
© 2020 GlobeNewswire, Inc.
2/26/20 Transportation and Logistics Systems (TLSS), Inc. Is Accelerating Its Growth With Planned Acquisition of GRC Trucking, Inc.; Deal Expands Services In Trillion-Dollar E-Commerce Sector
New York, New York--(Newsfile Corp. - February 26, 2020) - The e-commerce market, led by industry giants Amazon, Apple, and Walmart, is expected to become a more than $4.8 trillion economy by the year 2021. And, while investors may have done well by recognizing the growth potential in those companies more than two decades ago, the opportunity to catch the derivative opportunities may still provide a lucrative return.
Transportation and Logistics Systems, Inc (OTC Pink: TLSS) is one example of a well-diversified logistics company that is taking strategic steps to stake their claim in the thriving e-commerce economy. This OTC-traded stock most recently announced an agreement to acquire the assets of GRC Trucking, Inc., a New Jersey-based full-service logistics provider specializing in the import/export of ocean and rail intermodal and drayage shipping. The planned deal will also leverage GRC's more than 30 years of experience to TLSS and adds additional depth to the company's already diversified services platform.
Once completed, the combined assets may position TLSS to not only expand its services potential, but to also benefit from revenue expansion, increased diversification, and multiple opportunities for growth through the integration of additional logistics channels. Unlike many small-cap logistics companies, TLSS is a revenue-generating company that posted more than $18 million in income in 2018 and is projecting an increase upwards of $60 million for the full-year ending in December of 2019.
An increase of that magnitude often attracts the attention of investors, and with the planned acquisition of GRC Trucking, this thinly traded stock may soon find its way onto the radar screens of both retail and institutional investors. And, for a good reason.
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https://www.youtube.com/watch?v=8va2zsmt6p8
A Trillion Dollar Logistics Market Opportunity
In 2019, when CNBC reported that Bank of America expected a more than $1.4 trillion B2B e-commerce market by the year 2021, most investors paid attention to the e-retail side of the equation. E-retail giants such as Amazon, eBay, Walmart, and Apple were the obvious beneficiaries of the exploding market, and their stocks responded accordingly by sending valuations to near all-time highs in 2019. However, sometimes the best trades can be made in the derivative markets that serve these industry leaders. And, with a global e-commerce market now eclipsing $4 trillion dollars, the stakes are even higher.
Successful strategies of investing in the components suppliers to e-retail leaders, for instance, have often provided a gauge of future earnings. Similarly, by focusing on the companies that are essential to the growth of this economic revolution may offer an even more significant opportunity. Why? Because unlike manufacturing and distribution companies that are already stretched in valuation, the companies that fuel the growth, the logistics providers, are sometimes overlooked despite their enormous role in fueling the growth of the sector.
It sounds too obvious, but it's a fact. Despite the name printed on the box that gets delivered to an address, the under-appreciated reality is that that package is mostly getting delivered by a contracted third party facilitator. Thus, finding the opportunities that are an integral part of the logistics process makes sense. It makes even more sense to find the companies that offer substantial valuation propositions that can potentially mimic the returns of the companies they serve. Transportation and Logistics Systems, Inc. may fit that scenario well.
A Diversified Suite of Logistics Systems
Transportation and Logistics Systems, Inc. (TLSS) brings much to the table in terms of having the ability and resources to become a significant provider of services to the e-commerce sector. Already a revenue-producing company that is expecting to report more than a 100% increase in revenue compared to 2018 results, TLSS has assembled a diversified suite of services that can help to expedite shareholder value and grow into a more suitable market cap valuation. Without the planned GRC acquisition, services already include "at home" delivery, last-mile delivery, and mid-mile transport services. Each of these logistics offerings provides necessary components for completing any e-retail transaction. Moreover, TLSS provides line-haul transport, which serves as a connection between manufacturers, distributors, and hub-to-hub outlets.
Whether the first step of the distribution process begins by air or sea, the final stage of the e-retail transaction will require a land-based logistics partner roughly 90% of the time. Moreover, as the methods of commerce have been changing to a more online-focused economy, so have the expectations of the consumer. And, companies that want to thrive must respond.
TLSS, as an example, has actively engaged in creating processes that meet or exceed consumer and client demands by integrating faster delivery times, offering specialty services, and integrating advanced tracking systems that include the use of telematic devices and synchronization to clients' networks and software. In other words, TLSS is providing its clients a suite of services that are often overlooked by the final recipient. Investors may miss the connection as well.
However, while the services appear basic to any transaction loop, not all transportation companies offer a competitive set of logistics and transportation options that are comparable to TLSS. And, it's those distinctions that expose opportunity.
E-Commerce Is Driving Delivery Demand and Expectations
If we focus back on the leaders in the e-commerce sector, several relevant expectations emerge. Amazon, as an example, may have forever changed the consumer demand expectations for on-time delivery. Taking the lead, Amazon has made delivery a core customer value and is now providing same-day delivery on thousands of items to participating Prime customers. At the same time, Amazon is managing millions of additional two-day shipments by leveraging third-party logistics companies.
Morgan Stanley noted that Amazon is now "the elephant in the boardroom" that cannot be ignored. And, for logistics providers like TLSS, these third-party partnerships provide a substantial opportunity to participate in the trillion-dollar economy. At the very least, Amazon is forcing the competition to respond to its customer-focused delivery strategy, thus creating almost unlimited opportunities for companies like TLSS to form lucrative partnerships with companies needing to keep pace with companies like Amazon.
One of TLSS's subsidiary companies, PrimeEFS, is already positioned to assist e-retailers to quickly respond to consumer expectations. In fact, just as 5-day delivery has become somewhat of an outdated expectation to consumers, PrimeEFS is building its reputation by meeting and exceeding market demands.
PrimeEFS Emerging As An E-commerce Logistics Leader
TLSS's subsidiary, PrimeEFS, has an established e-commerce logistics platform in place that provides line-haul, mid-mile, and last-mile services. Taking the lead from the consumer demand, PrimeEFS has further implemented white-glove delivery that offers end-to-end solutions from distribution centers or manufacturer's docks to consumer doorsteps.
PrimeEFS is led by an experienced management team that brings decades worth of logistics experience to run operations and manage key client relationships. Their implementation of a 24/7 Network Operating Center (NOC) integrates with their clients' tracking and update systems that facilitate seamless delivery and transaction details to both the drivers and the company's clients. While these matters are mostly taken for granted by the consumer market, that's not the case for vendors. Client companies, manufacturers, and distributors are laser-focused on using only the logistics providers that can protect their brand image and expectation.
To that end, PrimeEFS boasts of having a highly respected rating by leading clients. Additionally, by building trust that its services will routinely meet or exceed e-commerce delivery requirements, clients are afforded the opportunity to develop new customer-focused services intended to drive market share higher. Importantly, these large-volume companies are unlikely to change what's working, which keeps PrimeEFS a preferred choice for logistics purposes. And, with the company's core competencies being safety, reliability, and efficiency, PrimeEFS is likely in a position to continue its momentum to become an established and long-term provider to multi-billion and even trillion-dollar client companies.
Organic Growth With Strong Assets
While PrimeEFS itself is a significant asset, TLSS is unique by controlling an additional set of intrinsic assets. First, unlike competing companies, TLSS is an asset-based carrier that employs its staff through W-2 engagement. In other words, they do not use independent contractors to facilitate company functions. Second, TLSS only uses equipment that is owned or leased by the company, with maintenance being done in-house. Third, because TLSS manages its fleet and staff, the company may be in a significantly better position than its competition to manage safety, reliability, and overall company performance.
Perhaps most relevant to the asset-based structure is that as the market continues to develop, e-commerce companies are trending toward, and even mandating, that their transportation service partners be asset-based. Thus, TLSS may be ahead of the curve when it comes to procuring and expanding new and current client relationships.
And, while TLSS is expected to report strong 2019 numbers, the company remains focused on creating higher shareholder value by seizing real-time opportunities to expand its services by scaling into metro markets that are currently outside of their geographical footprint. Moreover, strategic acquisitions, like the one announced with GRC Trucking, can bring additional diversified opportunities by opening new geographic markets that can leverage the experience and assets of the company to a broader client base. Notably, TLSS has suggested that there is an ample pool of quality logistics companies nationwide that can be accretive to the company quickly expanding routes and client connections.
At the end of the day, however, it's pleasing the client that will lead to sustainable growth. TLSS appears to have that consideration covered.
TLSS Adapts to Client Systems and Expectations
As a primary concern, even the best companies need to stay focused on the most essential component for success -customer service. Failing to maintain a competitive advantage or not responding to change can transform a leader into a follower quickly. TLSS is addressing that reality with action.
The primary advantage of TLSS's growing success is that they can become experts on their clients' platform. Referring to themselves as technology agnostic, TLSS understands the value of using a client's systems rather than connecting other, third party logistics systems. The ability to seamlessly connect to its clients' network also helps to deliver transparent, accurate, and timely records that provide a superior level of trust compared to companies that utilize third-party systems.
Further, TLSS maintains strict records about the health and performance of its fleet in Fleetio, an industry-recognized fleet management and maintenance system that is audited daily by company management. The results of proactively maintaining its delivery assets help to ensure that its trucks and vans are 100% operational, which produces the company's high on-time delivery times and enhances the safety of its core asset - its drivers.
In addition to focusing on its fleet and personnel, TLSS offers its NOC platform that provides its clients the real-time status of every delivery and shipment. The program also provides clients with geographical location, when the shipment will arrive, and if any issues have transpired during its transportation. These advantages are important to the client and allow them to communicate with their own customers with facts rather than speculation. In effect, NOC is a valuable asset that closes the communication loop between the supplier, TLSS, and the end customer.
Seizing A Value Opportunity In TLSS
Recognizing the value in companies before others do could result in an enormous success, and the value-proposition from TLSS comes from a combined set of factors that may ultimately translate into lucrative returns.
The capital structure is inviting with only 11.7 million shares of stock outstanding as of November 2019. And, the small float keeps the stock thinly traded. However, with the planned GRC deal being an all-stock transaction, liquidity is on the way to help facilitate a more predictable market for its shares.
As noted earlier, TLSS is expecting to report a sharp increase in revenues compared to the already posted $18 million in 2018. If the company comes near the projected $60 million estimate, shares could respond with a price to revenue valuation that is considerably higher than current levels. Moreover, the recently announced acquisition of GRC Trucking creates a new logistics category from which TLSS can generate additional revenues beyond its 2019 year-end projections.
Well managed, asset-based, and a low share count are only some of the factors bringing attention to Transportation and Logistics Systems, Inc. The real measure comes from their opportunity to participate in a trillion-dollar e-commerce economy, where reputation and performance matter. And, its from those inherent assets that TLSS can expand its revenue base and leverage asset-based utilization levels to their fullest potential. Combined, this asset-based logistics provider may already have the pieces in place to drive substantial long-term growth.
And that's a consideration too hard to ignore.
Media Contact:
Kenny Ellis
Soulstring Media Group
ken@soulstringmedia.com
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2/10/20 TLSS Enters Into Agreement to Acquire the Assets of GRC Trucking, Inc.
GRC’s 30-Year Intermodal Business Will Expand TLSS’ Logistical Capabilities
WEST PALM BEACH, FL, Feb. 21, 2020 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Transportation and Logistics Systems, Inc., f/k/a PetroTerra Corp, (OTC: TLSS), (“TLSS", or the “Company"), a leading eCommerce fulfillment service provider, announced today that it has entered into an asset purchase agreement to acquire all of the assets of GRC Trucking, Inc. (“GRC”), a Kearney, New Jersey based full-service logistics provider specializing in the import/export ocean and rail intermodal and drayage shipping.
John Mercadante, President of TLSS, stated, “We are very excited about the prospect of joining forces with the GRC team, a company with a successful 30-year track record in the industry. GRC is expected to add another exciting dimension to our growing business, providing revenue enhancement, diversification and multiple opportunities for growth. Geographic proximity to our PrimeEFS and ShypDirect hub in New Jersey was another important strategic consideration since both parties anticipate that we will be able to generate significant improvements in operating margins through improved asset utilization, reductions in fuel and facility costs as well as the elimination of other duplicative expenses.”
Mr. Christopher Nappi, President of GRC, added, “We were very impressed with TLSS’ growth strategy and see this as a highly synergistic business combination. For example, we currently contract out the pickup and return of containers from and to the port, as well as the delivery of their contents, which are services that TLSS currently provides as well, so the leveraging and cross-marketing potential of our joint capabilities were key factors in our decision to pursue this transaction.”
The transaction is expected to close on or about March 31, 2020 subject to the completion of satisfactory due diligence by TLSS. The purchase price will be paid through the issuance of TLSS common stock.
About Transportation and Logistics Systems, Inc.
TLSS operates as a leading logistics and transportation company specializing in eCommerce fulfillment, Last Mile, two-person Home Delivery and Line Haul services for the world’s leading online retailers through its wholly-owned operating subsidiaries, PrimeEFS, LLC and ShypDirect, LLC. For more information about the Company and its subsidiaries, visit the Company’s website, www.tlssinc.com, or view the public filings at SEC.gov.
Forward Looking Statements
Statements in this press release regarding the Company that are not historical facts are forward-looking statements and are subject to risks and uncertainties that could cause actual future events or results to differ materially from such statements. Any such forward-looking statements, including, but not limited to, financial guidance, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not directly or exclusively relate to historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “predicts,” “potential,” or the negative of those terms, and similar expressions and comparable terminology. These include, but are not limited to, statements relating to future events or our future financial and operating results, plans, objectives, expectations and intentions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these expectations may not be achieved. Forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to known and unknown risks, uncertainties and other factors outside of our control that could cause our actual results, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. In addition to the risks described above, these risks and uncertainties include: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; our failure to compete effectively in our highly competitive industry could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and a stockholders’ deficit and our ability to achieve sustained profitability; material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.
These forward-looking statements represent our estimates and assumptions only as of the date of this release and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this release. Given these uncertainties, you should not place undue reliance on these forward-looking statements and should consider various factors, including the risks described, among other places, in our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC.
CONTACT:
Transportation and Logistics Systems, Inc.
Investor Relations
561-672-7068
PCG Advisory Inc.
Jeff Ramson
646-863-6893
jramson@pcgadvisory.com
Source: Transportation and Logistics Systems, Inc.
© 2020 GlobeNewswire, Inc.
Asset acquisition of GRC Trucking Inc. to close on 3/31. Looking lucrative from these prices.
Why did I just get an offer to participate in a TLSS IPO? Are they uplisting? Moving higher on weak volume seems unusual.
PTRAD changed to TLSS:
http://otce.finra.org/DLSymbolNameChanges
PTRA Reverse Split 1 for 250 and name change from PetroTerra Corp to Transportation and Logistics Systems, Inc
http://otce.finra.org/DailyList
PetroTerra Acquires Prime EFS
West Palm Beach, Florida, June 28, 2018 (GLOBE NEWSWIRE) -- PetroTerra Corp (OTC:PTRA ), a Florida based transportation and logistics company, announced the acquisition of Prime EFS LLC, a New Jersey based transportation company with a focus on last mile deliveries for on-line retailers throughout the United States. Prime’s revenue for 2017 was over $7 Million and is expected to be substantially higher for the calendar year 2018.
Steve Yariv, CEO for PetroTerra, stated, "We are very excited to close on this acquisition. The acquisition of Prime diversifies the Company’s revenue sources and gives us access to the growing market of on line retail deliveries.”
Steve Yariv added “we are looking forward to the imminent change of our name from PetroTerra Corp. to “Transportation and Logistics Systems Inc”, a name that more accurately reflects the nature of our business.”
About PetroTerra Corp
PetroTerra Corp. (PTRA) operates through its Save On Auto Transport Inc. and Prime EFS LLC subsidiaries as a transportation and logistics company. Save On Auto Transport services the automobile industry by providing transportation and logistics services to automotive dealerships and their customers throughout the USA. Prime EFS LLC is a provider of last mile delivery services to major on line retailers in the United States. For more information about the company visit the company’s public filings at SEC.gov.
Forward-looking statements:
The above news release contains forward-looking statements. The statements contained in this document that are not statements of historical fact, including but not limited to, statements identified by the use of terms such as "anticipate," "appear," "believe," "could," "estimate," "expect," "hope," "indicate," "intend," "likely," "may," "might," "plan," "potential," "project," "seek," "should," "will," "would," and other variations or negative expressions of these terms, including statements related to expected market trends and the Company's performance, are all "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. These statements are based on assumptions that management believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performances, and are subject to a wide range of external factors, uncertainties, business risks, and other risks identified in filings made by the company with the Securities and Exchange Commission. Actual results may differ materially from those indicated by such forward-looking statements. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company's expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based except as required by applicable law and regulations.
CONTACT:
Investor Relations
561-672-7068
Source: PetroTerra Corp
© 2018 GlobeNewswire, Inc.
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INFORMATION STATEMENT OF PETROTERRA CORP.
2833 Exchange Court, Suite A
West Palm Beach, Florida 33409
Telephone (561) 672-7068
NOTICE OF ACTION TAKEN WITHOUT A STOCKHOLDERS MEETING
Date of Mailing: April [__], 2018
To the Stockholders of PetroTerra Corp.:
The attached Information Statement is furnished by the Board of Directors (the “Board”) of PetroTerra Corp. (the “Company,” “PetroTerra”, “we” or “us”). The Company, a Nevada corporation, is a public company registered with the Securities and Exchange Commission.
On April 19, 2018, the stockholder holding more than 51% of the voting power of the Common Stock of the Company (the “Common Stock”, and the stockholder, the “Consenting Stockholder”) consented in writing to amend the Company’s Articles of Incorporation, as amended (the “2018 Amendment”). This consent was sufficient to approve the 2018 Amendment under Nevada law. The attached Information Statement describes the 2018 Amendment that the stockholders of the Company have approved, which will do the following: (1) the authorization of an increase of the shares of the preferred stock to 10,000,000 shares, par value $.001, (2) effect a 1-for-250 reverse stock split (“Reverse Stock Split”) with respect to the outstanding shares of the Company’s Common Stock and (3) change the name of the Company from PetroTerra Corp. to Transportation and Logistics Systems, Inc.
This Information Statement is prepared and delivered to meet the requirements of Section 78.390 of the Nevada Revised Statutes. This Information Statement is being mailed on or about [ ], 2018 to holders of record of Common Stock as of the close of business on [ ], 2018 (the “Record Date”). The Company had 142,526,532 shares of Common Stock outstanding as of the Record Date. Each share of Common Stock was entitled to one (1) vote.
NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
THIS IS FOR YOUR INFORMATION ONLY. YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS INFORMATION STATEMENT. THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
Under Rule 14c-2(b) of the Securities Exchange Act of 1934, as amended, none of the actions described in the Information Statement may be taken earlier than 20 calendar days after we have sent or given the Information Statement to our stockholders. We intend to distribute this Notice and Information Statement to our stockholders on or about [ ], 2018.
The control share acquisition and dissenter’s rights provisions of Chapter 78 of the Nevada Revised Statues are not applicable to the matters disclosed in this Information Statement. Accordingly, there are no stockholder dissenters’ or appraisal rights in connection with any of the matters discussed in this Information Statement.
Please read this Notice and Information Statement carefully and in its entirety. It describes the terms of the actions taken by the stockholders.
Although you will not have an opportunity to vote on the approval of the Certificate of Amendment, this Information Statement contains important information about the Certificate of Amendment.
By Order of the Board of Directors
/s/ Steven Yariv
Steven Yariv
Director and Chief Executive Officer
Important Notice Regarding the Availability of Information Statement Materials in connection with this Notice of Stockholder Action by Written Consent:
The Information Statement is available at: http://www.petroterracorp.com/company.php
INFORMATION STATEMENT OF PETROTERRA CORP.
2833 Exchange Court, Suite A
West Palm Beach, Florida 33409
Telephone (561) 672-7068
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement is being furnished to the stockholders of PetroTerra Corp., a Nevada corporation (the “Company,” “we” or “us”), to advise them of the corporate actions that have been authorized by written consent of the holder of more than 51% of the voting power (the “Consenting Stockholder”) of the Company’s outstanding capital stock as of the record date of [ ], 2018 (the “Record Date”). These actions are being taken without notice, meetings or votes in accordance with the Nevada Revised Statutes (“NRS”), Sections 78.315 and 78.320. This Information Statement is being mailed to the stockholders of the Company, as of the Record Date, on [ ], 2018.
The Board of Directors has approved, and recommended to the stockholders for approval, several amendments to the Company’s Articles of Incorporation (the “Certificate of Amendment”) to (1) authorize an increase of the shares of the preferred stock to 10,000,000 shares, par value $.001, (2) effect a 1-for-250 reverse stock split (“Reverse Stock Split”) with respect to the outstanding shares of the Company’s Common Stock and (3) change the name of the Company from PetroTerra Corp. to Transportation and Logistics Systems, Inc. The full text of the Certificate of Amendment is attached to this Information Statement as Appendix A.
On April 19, 2018, the Consenting Stockholders consented in writing to the Certificate of Amendment. This consent was sufficient to approve the Certificate of Amendment under Nevada law.
No Vote Required
We are not soliciting consents to approve the Certificate of Amendment. Nevada law permits the Company to take any action which may be taken at an annual or special meeting of its stockholders by written consent, if the holders of a majority of the shares of its Common Stock sign and deliver a written consent to the action to the Company.
No Appraisal Rights
Under Nevada law, stockholders have no appraisal or dissenters’ rights in connection with the Certificate of Amendment.
Interests of Certain Parties in the Matters to be Acted Upon
Mr. Yariv, the sole director and chief executive officer of the Company is also the Consenting Stockholder. Other than with respect to the Consenting Stockholder, none of the executive officers of the Company has any substantial interest resulting from the Certificate of Amendment that is not shared by all other stockholders pro rata, and in accordance with their respective interests.
Householding of Stockholder Materials
In some instances we may deliver only one copy of this Information Statement to multiple stockholders sharing a common address. If requested by phone or in writing, we will promptly provide a separate copy to a stockholder sharing an address with another stockholder. Requests by phone should be directed to our Chief Executive Officer at 561-801-9188, and requests in writing should be sent to PetroTerra Corp., Attention Chief Executive Officer, 2833 Exchange Court, Suite A, West Palm Beach, Florida 33409. Stockholders sharing an address who currently receive multiple copies and wish to receive only a single copy should contact their broker or send a signed, written request to us at the above address.
NOTICE TO STOCKHOLDERS OF ACTIONS APPROVED
BY CONSENTING STOCKHOLDERS
AMENDMENTS TO THE ARTICLES OF INCORPORATION
Amendment to the Articles of Incorporation to Increase the Authorized Shares of Preferred Stock of the Company to 10,000,000 Shares
PetroTerra’s Board of Directors has unanimously adopted a resolution seeking stockholder approval to authorize the board to increase the number of authorized shares of Preferred Stock from 4,000,000 shares to 10,000,000 shares. PetroTerra’s Articles of Incorporation, as currently in effect, authorizes PetroTerra to issue up to 4,000,000 shares of Preferred Stock, par value $0.001 per share. The Board of Directors has proposed an increase in the number of authorized shares of the Preferred Stock of PetroTerra to 10,000,000. The authorized number of shares of common stock will remain the same. The Board of Directors believes that authorizing it to effectuate this increase in the number of authorized shares is in the best interest of the Company and its stockholders.
The increased capital will provide the Board of Directors with the ability to issue additional shares of stock without further vote of the stockholders of PetroTerra, except as provided under Nevada corporate law or under the rules of any national securities exchange on which shares of stock of PetroTerra are then listed. Under PetroTerra’s Articles of Incorporation, the PetroTerra stockholders do not have preemptive rights to subscribe to additional securities which may be issued by PetroTerra, which means that current stockholders do not have a prior right to purchase any new issue of capital stock of PetroTerra in order to maintain their proportionate ownership of PetroTerra’s stock.
Issuance of any additional shares of preferred stock may both dilute the equity interest and the earnings per share of existing holders of the preferred stock. Such dilution may be substantial depending upon the amount of shares issued. The newly authorized shares will have voting and other rights identical to those of the currently issued preferred stock. However, the increase can have a dilutive effect on the voting power of existing stockholders.
The authorization of additional capital, under certain circumstances, may have an anti-takeover effect, although this is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of PetroTerra by causing such additional authorized shares to be issued to holders who might side with the Board in opposing a takeover bid that the Board of Directors determines is not in the best interests of PetroTerra and our stockholders. The increased authorized capital therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts, the increased capital may limit the opportunity for PetroTerra stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The increased authorized capital may have the effect of permitting PetroTerra’s current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of PetroTerra’s business. However, the Board of Directors did not propose the increase in PetroTerra’s authorized capital with the intent that it be utilized as a type of antitakeover device.
The relative voting and other rights of holders of the preferred stock will not be altered by the authorization of additional shares of preferred stock. Each share of preferred stock will continue to entitle its owner to one vote.
As a result of the increased authorization, the potential number of shares of preferred stock outstanding will be increased.
Amendment to the Articles of Incorporation to Authorize a 1-for-250 Reverse Stock Split of the Company’s Outstanding Shares of Common Stock
The Board of Directors has approved a reverse stock split of the outstanding Common Stock on the basis of one share for every two hundred and fifty shares currently issued and outstanding. The holder of every two hundred and fifty shares of Common Stock outstanding when the Certificate of Amendment is filed with the Nevada Secretary of State (the “Effective Date”) will receive one share of Common Stock upon the effectiveness of the proposed Reverse Stock Split. There will not be a change in the par value of the Common Stock of the Company. To avoid the existence of fractional shares of Common Stock, if a stockholder would otherwise be entitled to receive a fractional share, such stockholder will be entitled to receive an additional whole share. The reverse stock split will occur automatically on the Effective Date without any action on the part of stockholders and without regard to the date certificates representing shares of Common Stock are physically surrendered for new certificates.
Stockholders will hold the same percentage interest in the Company as they held prior to the reverse stock split, but their interest will be represented by 1/250 th as many shares. For instance, if a stockholder presently owns seven hundred and fifty shares, after the reverse stock split they will own three shares (750 divided by 250 equals 3 shares).
Based on the number of shares currently issued and outstanding, immediately following the reverse split the Company will have approximately 570,106 shares of Common Stock issued and outstanding (without giving effect to rounding for fractional shares) based on the ratio for the reverse split of 1-for-250. It will provide the Company with available shares that can be issued upon such conversion and for various corporate purposes, including acquisitions, stock dividends, stock splits, stock options, convertible debt and equity financings for other corporate purposes which may be identified in the future, as the Board of Directors determines in its discretion.
By increasing the number of authorized but unissued shares of Common Stock, the reverse split could, under certain circumstances, have an anti-takeover effect, although this is not the intent of the Board of Directors. For example, it may be possible for the Board of Directors to delay or impede a takeover or transfer of control of the Company by causing such additional authorized but unissued shares to be issued to holders who might side with the Board of Directors in opposing a takeover bid that the Board of Directors determines is not in the best interests of the Company or its stockholders. The reverse split therefore may have the effect of discouraging unsolicited takeover attempts. By potentially discouraging initiation of any such unsolicited takeover attempts the reverse split may limit the opportunity for the Company’s stockholders to dispose of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal. The reverse split may have the effect of permitting the Company’s current management, including the current Board of Directors, to retain its position, and place it in a better position to resist changes that stockholders may wish to make if they are dissatisfied with the conduct of the Company’s business. However, the Board of Directors has not approved the reverse split with the intent that it be utilized as a type of anti-takeover device. The Company’s certificate of incorporation and by-laws do not have any anti-takeover provisions.
The Board of Directors will determine the actual time of filing of the Certificate of Amendment. The reverse split will be effective upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Nevada.
The Board reserves the right, notwithstanding shareholder approval and without further action by shareholders, to elect not to proceed with the reverse split if the Board determines that the reverse split is no longer in the best interests of the Company and its shareholders.
Principal Effects of the reverse split
General
The reverse split will affect all holders of our Common Stock uniformly and will not change the proportionate equity interests of such shareholders, nor will the respective voting rights and other rights of holders of our Common Stock be altered, except for possible changes due to the treatment of fractional shares resulting from the reverse split.
Accounting Matters
The reverse split will not affect total shareholders’ equity on our balance sheet. The per share net loss and net book value per share of our Common Stock will be increased as a result of the reverse split because there will be fewer shares of our Common Stock outstanding.
Certain U.S. Federal Income Tax Consequences
The discussion below is only a summary of certain U.S. federal income tax consequences of the reverse split generally applicable to beneficial holders of shares of our Common Stock and does not purport to be a complete discussion of all possible tax consequences. This summary addresses only those shareholders who hold their old Common Stock shares as “capital assets” as defined in the Internal Revenue Code of 1986, as amended (the “Code”), and will hold the new Common Stock shares as capital assets. This discussion does not address all U.S. federal income tax considerations that may be relevant to particular shareholders in light of their individual circumstances or to shareholders that are subject to special rules, such as financial institutions, tax-exempt organizations, insurance companies, dealers in securities, and foreign shareholders. The following summary is based upon the provisions of the Code, applicable Treasury Regulations thereunder, judicial decisions and current administrative rulings, as of the date hereof, all of which are subject to change, possibly on a retroactive basis. Tax consequences under state, local, foreign, and other laws are not addressed herein. Each shareholder should consult his, her or its own tax advisor as to the particular facts and circumstances that may be unique to such shareholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the reverse split.
? The reverse split will qualify as a recapitalization for U.S. federal income tax purposes. As a result:
? Shareholders should not recognize any gain or loss as a result of the reverse split.
? The aggregate basis of a shareholder’s pre-reverse split shares will become the aggregate basis of the shares held by such shareholder immediately after the reverse split.
? The holding period of the shares owned immediately after the reverse split will include the shareholder’s holding period before the reverse split.
The above discussion is not intended or written to be used, and cannot be used by any person, for the purpose of avoiding U.S. Federal tax penalties. It was written solely in connection with the proposed reverse split of our Common Stock.
Approval of Corporate Name Change to Transportation and Logistics Systems, Inc.
The Board of Directors believes that it is in the best interest of the Company to approve the proposed name change of the Company from PetroTerra Corp. to Transportation and Logistics Systems, Inc. The Board of Directors believes that from a branding and marketing standpoint, the name Transportation and Logistics Systems, Inc. will give the Company an advantage when creating sales opportunities.
The proposed name change will be effectuated upon the filing of a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Nevada.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table, together with the accompanying footnotes, sets forth information regarding the beneficial ownership of the Common Stock of the Company as of April 13, 2018, for (i) each person known by the Company to own beneficially more than 5% of the Company’s Common Stock, (ii) each of the Company’s executive officers, (iii) each of the Company’s directors and (iv) all directors and executive officers as a group. Applicable percentage ownership in the following table is based on 142,526,532 shares of Common Stock outstanding as of April 13, 2018.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting and investment power with respect to the securities. Subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them. In addition, shares of Common Stock issuable upon exercise of options, warrants and other convertible securities beneficially owned that are exercisable within sixty days of April 13, 2018, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those securities, and the group as a whole, but are not deemed outstanding for computing the percentage ownership of any other person.
Beneficial Owners of More than 5%:
Name Address Shares Beneficially Owned Percentage of Class
Directors and Named Executive Officers:
Steven Yariv 2833 Exchange Court, Suite A, West Palm Beach, Florida 33409 114,202,944 80.1 %
5% or Greater Shareholders:
John Barton 422 East Vermijo Avenue, Suite 313 14,455,722 10.1 %
Colorado Springs, Colorado 80903
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION
This Information Statement may contain “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statement of the plans and objectives of management for future operations, and any statement of assumptions underlying any of the foregoing. These statements may contain words such as “expects,” “anticipates,” “plans,” “believes,” “projects,” and words of similar meaning. These statements relate to our future business and financial performance.
Actual outcomes may differ materially from these statements. The risks listed in this Information Statement as well as any cautionary language in this Information Statement, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from any expectations we describe in our forward-looking statements. There may be other risks that we have not described that may adversely affect our business and financial condition. We disclaim any obligation to update or revise any of the forward-looking statements contained in this Information Statement. We caution you not to rely upon any forward-looking statement as representing our views as of any date after the date of this Information Statement. You should carefully review the information and risk factors set forth in other reports and documents that we file from time to time with the SEC.
ADDITIONAL INFORMATION
This Information Statement should be read in conjunction with certain reports that we previously filed with the SEC, including our:
? Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
The reports we file with the SEC and the accompanying exhibits may be inspected without charge at the Public Reference Section of the Commission at 100 F Street, N.E., Washington, DC 20549. Copies of such materials may also be obtained from the SEC at prescribed rates. The SEC also maintains a Web site that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of the Reports may be obtained from the SEC’s EDGAR archives at http://www.sec.gov. We will also mail copies of our prior reports to any stockholder upon written request.
By Order of the Board of Directors
/s/ Steven Yariv
Steven Yariv
Director and Chief Executive Officer
West Palm Beach, Florida
, 2018
APPENDIX A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF PETROTERRA CORP.
Sat, Feb 17, 2018 12:00 - PetroTerra Corp. (PTRA: Pink Limited) - Tier Change - The symbol, PTRA, no longer is classified as Pink Current. As of Sat, Feb 17, 2018, PTRA resides in the Pink Limited tier. You may find a complete list of tier changes at otcmarkets.com.
I message the CEO on LinkedIn...waiting.
I bought some today on the dip.
Revs last Quarter, $459,000 with only $700 loss. Not bad in my books.
$PTRA 8k says no longer a shell
PTRA DD shows Dealers Choice Auto Transport, Save on Transport have same phone # and address. I'm liking where this is headed.
sounds good but as always remains to be seen...sometimes the sellers are the smart ones..lol
imho
mj
possible press release?..has anyone tried reaching out to this guy?
imho
mj
Nice close, looking much better than 02. Let's see what next week brings.
.03 +148%, Sweet close for this gem.
She's absolutely thin, traded over $2.50+
True,some friday beer money sales might be involved also.
It's Friday, but there are buys still
Wow this didn't last long. 02 on the ask and nobody even biting. Geez.
Anyone selling after Merger and Revs are Morons.
Shows that Save on Transport is A Dealers Choice Auto Company http://www.saveontransport.com
http://www.saveontransport.com/clkn/http/dcat.com/
I wonder what happend to dealers choice? I'm guessing its in the reading somehwere https://www.facebook.com/Dealers-Choice-Auto-Transport-161580160529044/
PTRA 3 Month's Ended September $459,000 Revenues. Up from ZERO
Our Strategy and Competitive Strengths
Our growth strategy focuses on developing a full suite of automobile transportation brokerage and logistics solutions for our customers. Our service offerings consist of non-asset based transportation supply chain management, logistics and brokerage solutions. We facilitate cost-effective vehicle shipping for customers for a variety of reasons including:
?Household moves;
?Seasonal moves;
?Military moves;
?College moves;
?Company relocation;
?Internet automobile purchases;
?Classic car and collector shows; and
?Transportation for car dealerships.
Save on Transport differentiates itself from the competition and grows its business by sustaining a high level of customer service, offering expedited and time-definite services, while providing competitive pricing.
Business and Operations
Save on Transport is a Florida based non-asset provider of integrated transportation management solutions. We provide brokerage and logistics services such as transportation scheduling, routing and other value added services related to the transportation of automobiles and other freight, which involve the use of independent contractor-owned trucks and equipment. We do not own the trucks or other equipment used to transport freight. Instead we utilize our relationships with subcontracted transportation providers – typically independent contract motor carriers. We make a profit on the difference between what we charge our customers for the services we provide and what we pay to the transportation providers to transport our customers’ freight. Our success depends in large part on our ability to hire and train talented salespeople and deploy them under exceptional leaders, develop sophisticated information technology, and build relationships with the carriers in our network so that we can purchase the optimal transportation solutions for our customers. Currently, all of our revenues are derived from domestic shipments.
As a result of the Reverse Merger, we are the holding company for our wholly-owned subsidiary, Save on Transport. Save on Transport was formed under the laws of the state of Florida in July 2016. Save on Transport operates as an automobile shipping company that provides transportation, brokerage, and logistics services relating to vehicle shipping.
In connection with the Reverse Merger, Steven Yariv was appointed Chief Executive Officer and elected as the Chairman of our Board of Directors.
Our principal executive offices are located in the United States at 2833 Exchange Court, West Palm Beach, Florida 33409, and our telephone number is (561) 891-9188.
ITEM 1.01Entry into a Material Definitive Agreement.
The information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference.
ITEM 2.01Completion of Acquisition or Disposition of Assets.
THE REVERSE MERGER AND RELATED TRANSACTIONS
Share Exchange Agreement
On March 30, 2017 (the “Closing Date”), our company and Save on Transport entered into a Share Exchange Agreement dated as of the same date (the “Share Exchange Agreement”). Pursuant to the terms of the Share Exchange Agreement, Save on Transport became a wholly-owned subsidiary of ours on the Closing Date (the “Reverse Merger”). In the Reverse Merger, we acquired all of the issued and outstanding common stock of Save on Transport from Steven Yariv, and in exchange, we issued 114,202,944 shares of our common stock, par value 0.001 per share (the “Common Stock”), to Steven Yariv, and Steven Yariv was appointed Chief Executive Officer and elected as the Chairman of our Board of Directors.
Pursuant to the Reverse Merger, we acquired the business of Save on Transport to establish our company as a provider of integrated transportation management solutions consisting of brokerage and logistic services such as transportation scheduling, routing and other value added services related to the transportation of automobiles and other freight.
The Share Exchange Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions.
The Reverse Merger will be treated as a recapitalization of Save on Transport for financial accounting purposes. Save on Transport will be considered the acquirer for accounting purposes, and our historical financial statements before the Reverse Merger will be the historical financial statements of Save on Transport in all future filings with the Securities and Exchange Commission (the “SEC”).
The Reverse Merger is intended to be treated as a tax-free reorganization under the Internal Revenue Code of 1986, as amended.
OVERVIEW OF THE AUTOMOBILE SHIPPING INDUSTRY AND SAVE ON TRANSPORT
Introduction to the Transportation Management and Logistics Industry
Transportation management and other third-party logistics companies offer transportation and freight management services to shippers of freight and inventory. The U.S. third-party logistics sector revenue increased from approximately $76.9 billion in 2003 to approximately $157.2 billion in 2014 (and experienced growth each year during such period other than from 2008 to 2009), according to Armstrong & Associates, Inc., a leading supply chain market research firm. In addition, only 10.9% of logistics expenditures by U.S. businesses were outsourced in 2014, according to Armstrong & Associates. We believe that the market penetration of third-party logistics providers will expand in the future as companies increasingly redirect their resources to core competencies and outsource their transportation and logistics requirements as they realize the cost-effectiveness of 3PL providers.
This Current Report responds to the following Items in Form 8-K:
Item 1.01 Entry into a Material Definitive Agreement
Item 2.01 Completion of Acquisition or Disposition of Assets
Item 3.02 Unregistered Sales of Equity Securities
Item 5.01 Changes in Control of Registrant
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.06 Change in Shell Company Status
Item 9.01Financial Statements and Exhibits
yeah but I think that was based on 1 Milly O/S ..looks like maybe 100 something million were issued for the acquisition? Just going thru old posts here
imho
mj
JUPITER, FL / ACCESSWIRE / March 25, 2021 / Transportation and Logistics Systems, Inc. (OTC PINK:TLSS)("TLSS", or the "Company"), an eCommerce fulfillment service provider, today announced that on March 24, 2021, the Company acquired all of the outstanding stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area over the past 30 years ("Cougar Express"). Cougar Express' annual revenues have averaged approximately $4.0 million a year from 2018 to 2020. Acquired on a debt-free basis, the purchase price was $2,000,000 of cash and a promissory note of $350,000 ("Cougar Acquisition").
According to Mr. John Mercadante, TLSS Chairman and CEO, "The overwhelming success of our restructuring efforts has paved the way for the Company to begin its revamped acquisition and growth strategy. On the heels of the recent acquisition of the operations of Double D Trucking, the closing of the Cougar Acquisition brings on board another long-established, well-run, profitable business."
In addition, the Company closed an equity financing that provided gross proceeds of $2,300,000, the majority of which was utilized to fund the cash portion of the Cougar Acquisition. Under the terms of a Securities Purchase Agreement, the Company issued to certain accredited investors in a private placement an aggregate of 197,044 units (the "Units") at a purchase price of $11.67 per Unit (including a 12.5% original issue discount), each consisting of one share of Series E Convertible Preferred Stock of the Company, par value $0.0001 per share ("Series E Shares"), and warrants to purchase 1,334 shares of common stock of the Company, par value $0.0001 per share ("Common Stock"), at an initial exercise price, subject to adjustment, of $0.01 per share.
About Transportation and Logistics Systems, Inc.
TLSS, through its wholly-owned operating subsidiaries, Shypdirect LLC, and Cougar Express, Inc. operates as a full-service logistics and transportation company.
For more information, visit the Company's website, www.tlss-inc.com.
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