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): May 20, 2019
Transportation and Logistics Systems, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-34970 | 26-3106763 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. [ ]
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 20, 2019, the Board of Directors (the “Board”) of Transportation and Logistics Systems, Inc. (the “Company”), appointed Wayne Moor as Vice President and Chief Financial Officer of the Company and Michael Grennan as Vice President and Treasurer of the Company, effective immediately upon the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019. In addition, the Board appointed Mr. Moor to serve as a director on the Board effective immediately upon the filing of the Form 10-Q. Summaries of Mr. Moor’s and Mr. Grennan’s background and experience appear below:
Wayne Moor – Director, Vice President and Chief Financial Officer
Wayne Moor, age 67, has extensive experience as an executive officer in a variety of publicly and privately held companies. Wayne’s employment over the past ten years includes serving as managing director of Corporate Forensics, a consulting firm that provides detailed financial analysis and the set-up and operation of financial reporting systems for clients in the rental car, hospitality, medical and real estate industries. Wayne was also an executive officer at Corepointe. At several businesses during his career Wayne has organized and structured the accounting and reporting functions and systems at development stage companies in order to set the foundation to support revenue growth and operation expansion. Wayne has also been instrumental in supporting the successful capital raising efforts of several development stage companies.
Michael Grennan – Vice President and Treasurer
Mike Grennan, age 52, has extensive experience in the treasury, controller and chief financial officer functions, including the successful facilitation of company-wide changes in culture and processes to improve productivity. Mike was treasurer at Corepointe and worked with Wayne Moor in creating the entire accounting structure, and the reporting and forecasting financial management systems. Mike has extensive experience in the preparation and completion of interim and audited financial statement reports for publicly held companies.
There are no familial relationships between Wayne Moor, Michael Grennan and any director or other executive officer of the Company nor are there any transactions between Wayne Moor, Michael Grennan or any member of their immediate families and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the Securities and Exchange Commission. Further, there is no arrangement or understanding between Wayne Moor, Michael Grennan and any other persons or entities pursuant to which Wayne Moor and Michael Grennan were appointed as directors or officers, as applicable, of the Company.
A copy of the Company’s press release announcing the appointments of Wayne Moor and Michael Grennan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release, issued May 22, 2019 |
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: May 22, 2019
| TRANSPORTATION AND LOGISTICS SYSTEMS, INC. | ||
| By: | /s/ John Mercadante | |
| Name: | John Mercadante | |
| Title: | Chief Executive Officer | |
Transportation and Logistics Systems Adds a Board Member and Executive Officers
West Palm Beach, Fla., May 22, 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 Wayne Moor has joined the Company as a member of the Board of Directors. Mr. Moor shall also hold the office of Vice President and Chief Financial Officer. The Company also announced that Michael Grennan has joined the Company as Vice President and Treasurer.
John Mercadante, Chairman and CEO of the Company, stated “We are excited to add Wayne Moor and Mike Grennan as members of our executive management team. Wayne’s experience in organizing and structuring accounting and reporting functions and systems at development stage companies poised for rapid growth will be an instrumental part of the successful execution of our growth plans for the Company. Mike’s experience in the analysis and preparation of financial statements and operation of the treasury function is integral to supporting such growth plans.”
About Transportation and Logistics Systems Inc:
Transportation and Logistics Systems Inc. (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