Transportation & Logistics Systems, Inc. - FORM 8-K/A - EX-99.2

file	filename
EX-99.1 - Transportation & Logistics Systems, Inc.	ex99-1.htm
EX-4.03 - Transportation & Logistics Systems, Inc.	ex4-03.htm
8-K/A - Transportation & Logistics Systems, Inc.	form8-ka.htm

Exhibit 99.2

SAVE ON TRANSPORT, INC.

Pro Forma Combined Balance Sheet as of December 31, 2016

	Petroterra Corp.			Save On Transport		Pro-Forma Adjustments			JE#		Combined

ASSETS
Current Assets:
Cash	$	-		$	11,725	$	-		$	1, 2, 3	$	11,725
Cash held in escrow							10,000			3		10,000
Prepaid expenses					676		-					676
Deferred expense - asset		-			1,950		-					1,950
Total current assets		-			14,351		10,000					24,351

Property and equipment, net		693			-		(693	)		1		-

Total Assets	$	693		$	14,351	$	9,307		$	-	$	24,351

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Bank overdraft	$	78		$	-	$	(78	)	$	1	$	-
Accounts payable and accrued expenses		211,075			1,318		(201,075	)		1,3		11,318
Accrued liabilities, former director		54,000			-		(54,000	)		1		-
Payroll taxes payable		-			2,107		-					2,107
Deferred revenue		-			2,800		-					2,800
Notes payable, related party		15,187			-		(15,187	)		1		-
Total current liabilities		280,340			6,225		(270,340	)				16,225

Total liabilities		280,340			6,225		(270,340	)				16,225

Stockholders’ deficit
Series A Convertible Preferred Stock, $0.001 par value, 4,000,000 authorized, 4,000,000 shares issued and outstanding		-			-		4,000			2		4,000
Common stock, 500,000,000 authorized, 944,120 shares outstanding pre-merger, and 142,526,532 shares post-merger		28,324			100		114,103			1,4		142,527
Additional paid in capital		2,504,852			8,000		(2,651,279	)		1, 2, 4, 5		(138,427	)
Accumulated deficit		(2,812,823	)		26		2,812,823			1, 5		26

Total stockholders’ deficit		(279,647	)		8,216		279,647					8,126

Total liabilities and stockholders’ deficit	$	693		$	14,351	$	9,307		$	-	$	24,351

Notes to Pro-Forma Combined Balance Sheet (Unaudited) December 31, 2016

	1.	To account for pre-merger year 2017 settlements of all assets and liabilities of Petroterra, Corp.

	2.	To record sale of Series A Preferred Stock in January 2017 for $146,091 and contribution of $63,909 capital by former CEO.

	3.	To record $10,000 held in a cash escrow for a six month period to pay unpaid liabilities. At the end of the six months, remaining balance due to former CEO.

	4.	To record share exchange agreement, dated March 30, 2017 between the Petroterra Corp. and Save On Transport, Inc.

	5.	To close out accumulated deficit of Petroterra Corp. to additional paid-in capital.

F-10

SAVE ON TRANSPORT, INC.

Pro Forma Combined Statement of Operations for the period from July 12, 2016 (Inception) to December 31, 2016

	Petroterra Corp. (1)			Save On Transport (2)			Pro-Forma Adjustments		JE#	Combined

Net sales	$	-		$	72,222		$	-		$	72,222
Cost of sales		-			(50,954	)		-			(50,954	)
Gross profit		-			21,268			-			21,268

Operating expenses
General and administrative		115,504			21,242			-			136,746
Total operating expenses		115,504			21,242			-			136,746
Operating loss		(115,504	)		26			-			(115,478	)

Other Non-Operating Income and Expenses
Other income (expense)		10,000			-			-			10,000

Net Income (loss) before income taxes		(105,504	)		26			-			(105,478	)

Provision for income taxes		-			-						-

Net loss	$	(105,504	)	$	26		$	-		$	(105,478	)

Basic and Diluted Loss per Share - Common Stock	$	(0.00	)	$	0.00					$	(0.00	)

Weighted Average Number of Shares Outstanding:
Basic and Diluted Common Stock		28,323,588			10,000						142,526,532

Notes to Pro-Forma Combined Statement of Operations (Unaudited) for the Period from July 12, 2016 (Inception) to December 31, 2016

	1.	The registrant (Petroterra Corp.) statement of operations is for the period of July 1, 2016 through December 31, 2016

	2.	The Save on Transport statement of operations is from the period of inception (July 12, 2016) through December 31, 2016.

F-11

Save on Transport / Petroterra merger

Pro Forma Adjustments

For the period from July 12, 2016 to December 31, 2016

<1>
Bank OD		78
Accounts Payable		211,075
Accrued Liabilities		54,000
Notes Payable		15,187
Property & Equipment				693
Cash				200,000
Retained Earnings - Gain on settlement of liabilities				79,647
	$	280,340	$	280,340

(to account for the pre-merger year 2017 settlement of Petrotrerra assets and liabilities)

(to record the sale of preferred stock fo $146,091 and capital contribution by former CEO for $63,909)

(to book cash held at closing for John Barton)

(to record the share exchange agreement between Petroterra and Save On)

(to close out accumulated deficit of Petroterra to APIC)

F-12

Transportation & Logistics Systems, Inc. - FORM 8-K/A - EX-99.2 - January 31, 2018