Replies to post #153 on Transportation and Logistics Systems Inc (TLSS)

[Penny Stocks 2.0]

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.