AND EXCHANGE COMMISSION
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
of Report (Date of Earliest Event Reported): July 17, 2018
and Logistics Systems, Inc.
name of registrant as specified in its charter)
or other jurisdiction
Exchange Court, Suite A
Palm Beach, Florida 33409
of Principal Executive Offices)
name or former address, if changed since last report)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
to Articles of Incorporation or ByLaws; Change in Fiscal Year. |
July 16, 2018, PetroTerra Corp. (the “Company”) filed a Certificate of Amendment to the Amended and Restated Articles
of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada to (1) change
the name of the Company from PetroTerra Corp. to Transportation and Logistics Systems, Inc., (2) authorize an increase of the
shares of the preferred stock to 10,000,000 shares, par value $0.001 per share and (3) effect a 1-for-250 reverse stock split
(the “Reverse Stock Split”) with respect to the outstanding shares of the Company’s common stock. The Certificate
of Amendment became effective on July 17, 2018.
corporate name change, increase of authorized shares of preferred stock and Reverse Stock Split were previously approved by the
sole director and the majority of stockholders of the Company. The corporate name change and the Reverse Stock Split were deemed
effective at the open of business on July 18, 2018. The Reverse Stock Split will not affect the total number of shares of common
stock that the Company is authorized to issue, which is 500,000,000 shares. The Reverse Stock Split will also not affect the total
number of shares of preferred stock that the Company is authorized to issue, which is 10,000,000 shares. Fractional shares resulting
from the Reverse Stock Split will be rounded up to the next whole number.
Company’s common stock will trade under the stock symbol “PTRAD” for the next 20 business days. After the 20
business days, the Company’s stock symbol will change to “TLSS.”
Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated by reference herein.
Statements and Exhibits.|
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.
July 23, 2018
AND LOGISTICS SYSTEMS, INC.|