Current Report Filing (8-k)
April 10 2020 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): March 24, 2020
Transportation
and Logistics Systems, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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001-34970
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26-3106763
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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2833
Exchange Court, Suite A
West
Palm Beach, Florida 33409
(Address
of Principal Executive Offices)
(561)
672-7068
(Issuer’s
telephone number)
PetroTerra
Corp.
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001
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TLSS
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OTC
US
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Forward
Looking Statements
Statements
made in this Form 8-K that are not historical or current facts are “forward-looking statements” made pursuant to the
safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements often
can be identified by the use of terms such as “may,” “will,” “expect,” “believe,”
“anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof.
We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers
not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking
statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements
are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ
materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation
subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to
reflect the occurrence of anticipated or unanticipated events. 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 Securities and Exchange Commission.
Item
7.01
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Regulation
FD Disclosure
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On
April 9, 2020, the Chairman of the Board of Directors of Transportation and Logistics Systems, Inc. (the “Company”)
issued a letter to its stockholders, dated April 9, 2020, updating the Company’s stockholders on Company developments in
2019 and the first quarter of 2020, and its plans going forward. A copy of the letter to stockholders is attached hereto as Exhibit
99.1, and is incorporated herein by reference.
The
information contained in this Item 7.01, including the information contained in the letter to stockholders attached hereto as
Exhibit 99.1 is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
April 9, 2020
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Transportation
and Logistics Systems, Inc.
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By:
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/s/
John Mercadante
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Name:
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John
Mercadante
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Title:
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Chief
Executive Officer
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