PetroTerra Corp. (OTCMKTS:PTRA) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
| ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS | ||
| THE REVERSE MERGER AND RELATED TRANSACTIONS | ||
| DESCRIPTION OF BUSINESS | ||
| RISK FACTORS | ||
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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| DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS | ||
| EXECUTIVE COMPENSATION | ||
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | ||
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MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
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| DESCRIPTION OF SECURITIES | ||
| LEGAL PROCEEDINGS | ||
| INDEMNIFICATION OF DIRECTORS AND OFFICERS | ||
| ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES | ||
| ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT | ||
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
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| ITEM 5.06 CHANGE IN SHELL COMPANY STATUS | ||
| ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS |
1 Note to Draft: Update page numbers when final.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Current Report contains forward-looking statements,
including, without limitation, in the sections captioned
Description of Business, Risk Factors, and Managements Discussion
and Analysis of Financial Condition and Plan of Operations, and
elsewhere. Any and all statements contained in this Report that
are not statements of historical fact may be deemed
forward-looking statements. Terms such as may, might, would,
should, could, project, estimate, pro-forma, predict, potential,
strategy, anticipate, attempt, develop, plan, help, believe,
continue, intend, expect, future, and terms of similar import
(including the negative of any of the foregoing) may be intended
to identify forward-looking statements. However, not all
forward-looking statements may contain one or more of these
identifying terms. Forward-looking statements in this Report may
include, without limitation, statements regarding (i) the plans
and objectives of management for future operations, (ii) a
projection of income (including income/loss), earnings (including
earnings/loss) per share, capital expenditures, dividends,
capital structure or other financial items, (iii) our future
financial performance, including any such statement contained in
a discussion and analysis of financial condition by management or
in the results of operations included to the rules and
regulations of the SEC, and (iv) the assumptions underlying or
relating to any statement described in points (i), (ii), or (iii)
above.
Readers are cautioned not to place undue reliance on
forward-looking statements because of the risks and uncertainties
related to them and to the risk factors. We disclaim any
obligation to update the forward-looking statements contained in
this Report to reflect any new information or future events or
circumstances or otherwise.
Readers should read this Report in conjunction with the
discussion under the caption Risk Factors, our financial
statements and the related notes thereto in this Report, and
other documents which we may file from time to time with the
Securities and Exchange Commission (the SEC).
The forward-looking statements are not meant to predict or
guarantee actual results, performance, events or circumstances
and may not be realized because they are based upon our current
projections, plans, objectives, beliefs, expectations, estimates
and assumptions and are subject to a number of risks and
uncertainties and other influences, many of which we have no
control over. Actual results and the timing of certain events and
circumstances may differ materially from those described by the
forward-looking statements as a result of these risks and
uncertainties. Factors that may influence or contribute to the
inaccuracy of the forward-looking statements or cause actual
results to differ materially from expected or desired results may
include, without limitation, our inability to obtain adequate
financing, the significant length of time and resources
associated with the development of our products and services and
related insufficient cash flows and resulting illiquidity, our
inability to expand our business, significant government
regulation of our industry, existing or increased competition,
results of arbitration and litigation, stock volatility and
illiquidity, and our failure to implement our business plans or
strategies. A description of some of the risks and uncertainties
that could cause our actual results to differ materially from
those described by the forward-looking statements in this Report
appears in the section captioned Risk Factors and elsewhere in
this Report and include the following:
| Our ability to execute our business plan; | ||
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Our ability to raise capital to develop our business and fund our operations; |
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Difficulties we may experience in building and operating key elements of our technical infrastructure; |
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Changes in tax laws, treaties or regulations, or their interpretation; |
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Share price volatility related to, among other things, speculative trading and certain traders shorting our common shares; |
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Our lack of an operating history on which to evaluate our new business and determine if we will be able to execute our new business plan; |
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Our increased risks, uncertainties, expenses and difficulties as a growing company; |
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| The need to attract and retain personnel; and | ||
| Our dependence on increased penetration of existing markets |
EXPLANATORY NOTE
We were originally incorporated under the laws of the State of
Nevada on July 25, 2008 under the name Loran Connection Corp. We
were formed to provide a variety of services in the area of
individual and group tourism and business support in Ukraine. We
subsequently filed a resale registration statement with the
Securities and Exchange Commission (the SEC) on May 28, 2009,
which was declared effective on October 28, 2009. On January 25,
2012, we filed an amendment to our articles of incorporation to,
among other things, change our name to PetroTerra Corp. and
effect a thirty-two-for-one reverse split. We changed our name to
reflect a proposed change in our business operations. On October
2, 2013, in connection with a change of control in the management
of the Company, the Company began business operations in the oil
and gas sector. On December 18, 2013, we filed a certificate of
change to effect a one-for-two reverse stock split of our
authorized and our outstanding shares of common stock and
preferred stock. On July 1, 2015, we filed a certificate of
change to effect a one-for-two and one half reverse stock split
of our authorized and our outstanding shares of common stock.
Since January 2016, as a result of the decline in the oil and gas
markets, we generated minimal sales revenue and our operations
were subject to all the risks inherent in the establishment of a
new business enterprise.
Since January 2016, we have not engaged in any operations and our
business has been dormant. As such, we have been a shell company,
as defined in Rule 12b-2 under the Securities Exchange Act of
1934, as amended (the Exchange Act).
On March 30, 2017, we executed a Share Exchange Agreement (the
Share Exchange Agreement) of the same date between us and Save on
Transport Inc., a Florida corporation (Save on Transport), to
which Save on Transport became a wholly-owned subsidiary of ours
(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 he was appointed Chief Executive Officer and
elected as the Chairman of our Board of Directors.
In accordance with reverse acquisition accounting treatment, our
historical financial statements of Save on Transport as of period
ends, and for periods ended, prior to the acquisition will become
the historical financial statements of PetroTerra prior to the
Reverse Merger in all future filings with the SEC.
As used in this Current Report, unless otherwise stated or the
context clearly indicates otherwise, the terms the Company, the
Registrant, we, us, our, and PetroTerra refer to PetroTerra
Corp., incorporated in Nevada, after giving effect to the Reverse
Merger.
This Current Report contains summaries of the material terms of
various agreements executed in connection with the transactions
described herein. Such agreements are filed as exhibits hereto
and incorporated herein by reference.
This Current Report is being filed in connection with a series of
transactions consummated by the Company and certain related
events and actions taken by the Company.
This Current Report responds to the following Items in Form 8-K:
| Item 1.01 | Entry into a Material Definitive Agreement | |
| Item 2.01 | Completion of Acquisition or Disposition of Assets | |
| Item 3.02 | Unregistered Sales of Equity Securities | |
| Item 5.01 | Changes in Control of Registrant | |
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
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| Item 5.06 | Change in Shell Company Status | |
| Item 9.01 | Financial Statements and Exhibits |
| ITEM 1.01 | Entry 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 2.01 |
Completion 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). 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.
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.
The issuance of the Common Stock in connection with the Reverse
Merger was not registered under the Securities Act of 1933, as
amended (the Securities Act), in reliance upon the exemption from
registration provided by Section 4(a)(2) of the Securities Act,
which exempts transactions by an issuer not involving any public
offering, and/or Regulation D promulgated by the SEC under that
section. These securities may not be offered or sold absent
registration or an applicable exemption from the registration
requirement, and some of these securities are subject to further
contractual restrictions on transfer as described below.
A copy of the Share Exchange Agreement is filed as Exhibit 2.1 to
this Current Report.
Departure and Appointment of Directors and
Officers
Our Board of Directors currently consists of one (1) member. On
the Closing Date, Lawrence Sands, our former Chief Executive
Officer, Chief Financial Officer and sole director, resigned from
all of his positions. Steven Yariv was also elected as the
Chairman of our Board of Directors and appointed Chief Executive
Officer.
See Management Directors and Executive Officers below for
information about our new directors and executive officers.
Pro Forma Ownership
Immediately after giving effect to the Reverse Merger, there were
115,147,064 issued and outstanding shares of our Common Stock.
Following the Reverse Merger, there are 4,000,000 shares of
Series A Preferred Stock convertible into 48,019,208 shares of
our Common Stock.
Our Common Stock is quoted on the OTC Pink under the trading
symbol PTRA.
Accounting Treatment; Change of Control
The Reverse Merger is being accounted for as a recapitalization
of Save on Transport. Save on Transport is deemed to be the
acquirer in the reverse merger. Consequently, the assets and
liabilities and the historical operations that are reflected in
the financial statements prior to the Reverse Merger will be
those of Save on Transport and are recorded at the historical
cost basis of Save on Transport, and the financial statements
after completion of the Reverse Merger will include the assets
and liabilities of Save on Transport at historical cost, the
assets and liabilities of PetroTerra Corp. at historical cost,
and the historical operations of Save on Transport and the
operations of PetroTerra Corp. from the Closing Date of the
Reverse Merger.
The issuance of the Common Stock to Steven Yariv to the Reverse
Merger resulted in a change in control of our company. Except as
described in this Current Report, no arrangements or
understandings exist among present or former controlling
stockholders with respect to the election of members of our Board
of Directors and, to our knowledge, no other arrangements exist
that might result in a change of control of our company.
We continue to be a smaller reporting company, as defined under
the Exchange Act, following the Reverse Merger.
DESCRIPTION OF BUSINESS
OUR BUSINESS
Overview
We are a holding company that operates as a Florida based
provider of integrated transportation management solutions
through our wholly-owned subsidiary, Save on Transport. Save on
Transports integrated transportation management solutions consist
of brokerage and logistics services such as transportation
scheduling, routing and other value added services related to the
transportation of automobiles and other freight.
OVERVIEW OF THE AUTOMOBILE SHIPPING INDUSTRY AND SAVE ON
TRANSPORT
Introduction to the Transportation Management and
Logistics Industry
Transportation management and other third-party logistics
companies offer transportation and freight management services to
shippers of freight and inventory. The U.S. third-party logistics
sector revenue increased from approximately $76.9 billion in 2003
to approximately $157.2 billion in 2014 (and experienced growth
each year during such period other than from 2008 to 2009),
according to Armstrong Associates, Inc., a leading supply chain
market research firm. In addition, only 10.9% of logistics
expenditures by U.S. businesses were outsourced in 2014,
according to Armstrong Associates. We believe that the market
penetration of third-party logistics providers will expand in the
future as companies increasingly redirect their resources to core
competencies and outsource their transportation and logistics
requirements as they realize the cost-effectiveness of 3PL
providers.
Corporate History and Information
We were originally incorporated under the laws of the State of
Nevada on July 25, 2008 under the name Loran Connection Corp. We
were formed to provide a variety of services in the area of
individual and group tourism and business support in Ukraine. We
subsequently filed a resale registration statement with the SEC
on May 28, 2009, which was declared effective on October 28,
2009. On January 25, 2012, we filed an amendment to our articles
of incorporation to, among other things, change our name to
PetroTerra Corp. and effect a thirty-two-for-one reverse split.
We changed our name to reflect a proposed change in our business
operations. On October 2, 2013, in connection with a change of
control in the management of the Company, the Company began
business operations in the oil and gas sector. On December 18,
2013, we filed a certificate of change to effect a one-for-two
reverse stock split of our authorized and our outstanding shares
of common stock and preferred stock. On July 1, 2015, we filed a
certificate of change to effect a one-for-two and one half
reverse stock split of our authorized and our outstanding shares
of common stock. Since January 2016, as a result of the decline
in the oil and gas markets, we generated minimal sales revenue
and our operations were subject to all the risks inherent in the
establishment of a new business enterprise.
On November 22, 2016, the Company filed a Certificate of Change
with the Secretary of State of the State of Nevada to effect a
reverse stock split of its outstanding and authorized shares of
common stock at a ratio of 1 for 30 (the Reverse Stock Split).
Upon the effectiveness of the Reverse Stock Split, the Companys
issued and outstanding shares of common stock was decreased from
approximately 28,323,588 to 944,120 shares, all with a par value
of $0.001. The Company has no outstanding shares of preferred
stock. Accordingly, all share and per share information has been
restated to retroactively show the effect of the last three
Reverse Stock Splits.
As a result of the Reverse Merger, we are the holding company for
our wholly-owned subsidiary, Save on Transport. Save on Transport
was formed under the laws of the state of Florida in July 2016.
Save on Transport operates as an automobile shipping company that
provides transportation, brokerage, and logistics services
relating to vehicle shipping.
In connection with the Reverse Merger, Steven Yariv was appointed
Chief Executive Officer and elected as the Chairman of our Board
of Directors.
Our principal executive offices are located in the United States
at 2833 Exchange Court, West Palm Beach, Florida 33409, and our
telephone number is (561) 891-9188.
Business and Operations
Save on Transport is a Florida based non-asset provider of
integrated transportation management solutions. We provide
brokerage and logistics services such as transportation
scheduling, routing and other value added services related to the
transportation of automobiles and other freight, which involve
the use of independent contractor-owned trucks and equipment. We
do not own the trucks or other equipment used to transport
freight. Instead we utilize our relationships with subcontracted
transportation providers typically independent contract motor
carriers. We make a profit on the difference between what we
charge our customers for the services we provide and what we pay
to the transportation providers to transport our customers
freight. Our success depends in large part on our ability to hire
and train talented salespeople and deploy them under exceptional
leaders, develop sophisticated information technology, and build
relationships with the carriers in our network so that we can
purchase the optimal transportation solutions for our customers.
Currently, all of our revenues are derived from domestic
shipments.
Our Strategy and Competitive Strengths
Our growth strategy focuses on developing a full suite of
automobile transportation brokerage and logistics solutions for
our customers. Our service offerings consist of non-asset based
transportation supply chain management, logistics and brokerage
solutions. We facilitate cost-effective vehicle shipping for
customers for a variety of reasons including:
| Household moves; | ||
| Seasonal moves; | ||
| Military moves; | ||
| College moves; | ||
| Company relocation; | ||
| Internet automobile purchases; | ||
| Classic car and collector shows; and | ||
| Transportation for car dealerships. |
Save on Transport differentiates itself from the competition and
grows its business by sustaining a high level of customer
service, offering expedited and time-definite services, while
providing competitive pricing.
Government Regulation
Our operations are regulated and licensed by various governmental
agencies in the United States. Such regulations impact us
directly and indirectly by regulating third-party transportation
providers we use to transport freight for our customers.
Regulation affecting Motor Carriers, Owner Operators and
Transportation Brokers.
In the United States, our third-party providers that operate as
motor carriers have licenses to operate as motor carriers from
the Federal Motor Carrier Safety Administration (FMCSA) of the
U.S. Department of Transportation (DOT). The third-party motor
carriers we engage in the United States must comply with the
safety and fitness regulations of the DOT, including those
relating to drug- and alcohol-testing, hours-of-service, records
retention, vehicle inspection, driver qualification and minimum
insurance requirements. Weight and equipment dimensions also are
subject to government regulations. Other agencies, such as the
U.S. Environmental Protection Agency (EPA), the Food and Drug
Administration, the California Air Resources Board, and U.S.
Department of Homeland Security (DHS), also regulate our
third-party motor carriers and independent contractor drivers.
The third-party carriers we use are also subject to a variety of
vehicle registration and licensing requirements of the state or
other local jurisdictions in which they operate.
In 2010, the FMCSA introduced the Compliance Safety
Accountability program (CSA), which uses a Safety Management
System (SMS) to rank motor carriers on seven categories of
safety-related data, known as Behavioral Analysis and Safety
Improvement Categories, or BASICs, which data, it is anticipated,
will eventually be used for determining a carriers DOT safety
rating under revisions to existing Safety Fitness Determination
(SFD) regulations. In December 2015, the Fixing Americas Surface
Transportation Act (FAST Act) was signed into law, which requires
the FMCSA to review the CSA program to ensure that it provides
the most reliable analysis possible. During this review period,
the FAST Act requires the FMCSA to remove a property carriers CSA
scores from public view. The FMCSA has since announced an SFD
Notice of Proposed Rulemaking (NPRM) that would revamp the
current three-tier federal rating system for federally regulated
commercial motor carriers.
Although the CSA scores are not currently publicly available,
this development is likely to be temporary. As a result, once the
program has been revamped, our network of third-party
transportation providers may could be ranked poorly as compared
to competitors, and the safety ratings of their motor carrier
operations could be adversely impacted. A reduction in safety and
fitness ratings may result in difficulty attracting and retaining
qualified independent contractors and could cause our customers
to direct their business away from us and to carriers with more
favorable CSA scores, which would adversely affect our results of
operations.
Classification of Independent Contractors.
Tax and other federal and state regulatory authorities as well as
private litigants continue to assert that independent contractor
drivers in the trucking industry are employees rather than
independent contractors. Federal legislators have introduced
legislation in the past to make it easier for tax and other
authorities to reclassify independent contractors as employees,
including legislation to increase the recordkeeping requirements
for employers of independent contractors and to heighten the
penalties of employers who misclassify their employees and are
found to have violated employees overtime and/or wage
requirements. Additionally, federal legislators have sought to
abolish the current safe harbor allowing taxpayers meeting
certain criteria to treat individuals as independent contractors
if they are following a long-standing, recognized practice.
Federal legislators also sought to expand the Fair Labor
Standards Act to cover non-employees who perform labor or
services for businesses, even if the non-employees are properly
classified as independent contractors; require taxpayers to
provide written notice to workers based upon their classification
as either an employee or a non-employee; and impose penalties and
fines for violations of the notice requirements or employee or
non-employee misclassifications. Some states have put initiatives
in place to increase their revenues from items such as
unemployment, workers compensation and income taxes, and a
reclassification of independent contractors as employees would
help states with this initiative. Taxing and other regulatory
authorities and courts apply a variety of standards in their
determination of independent contractor status. If our
independent contractor drivers are determined to be our
employees, we would incur additional exposure under some or all
of the following: federal and state tax, workers compensation,
unemployment benefits, labor, employment and tort laws, including
for prior periods, as well as potential liability for employee
benefits and tax withholdings.
Other Regulations.
We are subject to a variety of other U.S. and foreign laws and
regulations, including but not limited to, the Foreign Corrupt
Practices Act and other similar anti-bribery and anti-corruption
statutes. Further, the transportation industry is subject to
possible other regulatory and legislative changes (such as the
possibility of more stringent environmental, climate change
and/or safety/security regulations) that may affect the economics
of the freight shipping industry by requiring changes in
operating practices or changing the demand for motor carrier
services or the cost of providing transportation logistics
services.
Employees
As of the date of this filing, Save on Transport has 1 full-time
employee. PetroTerra Corp. has no full-time employees.
Marketing and Significant Customers
Our customers are primarily different and distinct individuals
introduced through referrals sources. Our business serves the
North American market, with a near total concentration in the
United States.
To best serve our customers, we will need to hire and maintain a
significant staff of sales representatives and related support
personnel. Our sales strategy is twofold: we seek to establish
long-term relationships with new accounts and to increase the
amount of business generated from our existing customer base. We
believe that these attributes are competitive advantages in the
transportation and logistics industry.
Information Systems
We utilize two main cloud based Information Systems: jTracker for
taking customer orders and Central Dispatch for posting orders
for carrier communications.
Competition
The transportation and logistics industry is highly competitive,
with thousands of companies competing in the domestic and
international markets. Our competitors include local, regional,
national and international companies with the same services that
our business provides. Due in part to the fragmented nature of
the industry, our business units must strive daily to retain
existing business relationships and forge new relationships.
We compete on service, reliability, and price. Some competitors
have larger customer bases, significantly more resources and more
experience than we do. The health of the transportation and
logistics industry will continue to be a function of domestic and
global economic growth.
Seasonality
Generally, our revenues do not exhibit a significant seasonal
pattern; however, revenue is affected by adverse weather
conditions, holidays and the number of business days that occur
during a given period because revenue is directly related to the
available work days of our third party shipping providers.
Properties
Our principal executive offices are rented from an affiliate of
our Chief Executive Officer and are located in the United States
at 2833 Exchange Court, West Palm Beach, Florida 33409, comprised
of 400 square feet of office space. Total monthly rent for this
property, including common area maintenance and real estate
taxes, is approximately $300 per month.
Legal Proceedings
From time to time, we may be involved in litigation relating to
claims arising out of our operations in the normal course of
business. We are not currently a party to in any legal proceeding
that we believe would have a material adverse effect on our
business, financial condition or operating results.
RISK FACTORS
AN INVESTMENT IN OUR SECURITIES IS HIGHLY SPECULATIVE
AND INVOLVES A HIGH DEGREE OF RISK. WE FACE A VARIETY OF RISKS
THAT MAY AFFECT OUR OPERATIONS OR FINANCIAL RESULTS AND MANY OF
THOSE RISKS ARE DRIVEN BY FACTORS THAT WE CANNOT CONTROL OR
PREDICT. BEFORE INVESTING IN THE SECURITIES YOU SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISKS, TOGETHER WITH THE FINANCIAL AND
OTHER INFORMATION CONTAINED IN THIS REPORT. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, PROSPECTS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY
ADVERSELY AFFECTED. IN THAT CASE, THE TRADING PRICE OF OUR COMMON
STOCK WOULD LIKELY DECLINE AND YOU MAY LOSE ALL OR A PART OF YOUR
INVESTMENT. ONLY THOSE INVESTORS WHO CAN BEAR THE RISK OF LOSS OF
THEIR ENTIRE INVESTMENT SHOULD CONSIDER AN INVESTMENT IN OUR
SECURITIES.
THIS REPORT CONTAINS CERTAIN STATEMENTS RELATING TO
FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY
PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL
EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH
STATEMENTS, PROSPECTIVE INVESTORS SHOULD SPECIFICALLY CONSIDER
THE VARIOUS FACTORS IDENTIFIED IN THIS REPORT, INCLUDING THE
MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS.
If any of the following or other risks materialize, the Companys
business, financial condition, and results of operations could be
materially adversely affected which, in turn, could adversely
impact the value of our Common Stock. In such a case, investors
in our Common Stock could lose all or part of their investment.
Prospective investors should consider carefully whether an
investment in the Company is suitable for them in light of the
information contained in this Report and the financial resources
available to them. The risks described below do not purport to be
all the risks to which the Company or the Company could be
exposed. This section is a summary of certain risks and is not
set out in any particular order of priority. They are the risks
that we presently believe are material to the operations of the
Company. Additional risks of which we are not presently aware or
which we presently deem immaterial may also impair the Companys
business, financial condition or results of operations.
RISKS ASSOCIATED WITH OUR BUSINESS AND INDUSTRY
We lack an established operating history on which to
evaluate our business and determine if we will be able to execute
our business plan, and can give no assurance that operations will
result in profits.
We have only been engaged in our current and proposed business
operations since July 2016. As a result, we have a limited
operating history upon which you may evaluate our proposed
business and prospects. Our proposed business operations are
subject to numerous risks, uncertainties, expenses and
difficulties associated with early stage enterprises. You should
consider an investment in our company in light of these risks,
uncertainties, expenses and difficulties. Such risks include:
| the absence of an operating history at our current scale; | ||
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our ability to raise capital to develop our business and fund our operations; |
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| expected continual losses for the foreseeable future; | ||
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our ability to anticipate and adapt to a developing market(s); |
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| acceptance by customers; | ||
| limited marketing experience; | ||
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competition from internet-based logistics and freight companies; |
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competitors with substantially greater financial resources and assets; |
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the ability to identify, attract and retain qualified personnel; |
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| our ability to provide superior customer service; and | ||
| reliance on key personnel. |
Because we are subject to these risks, you may have a difficult
time evaluating our business and your investment in our company.
We may be unable to successfully overcome these risks which could
harm our business.
Our business strategy may be unsuccessful and we may be unable to
address the risks we face in a cost-effective manner, if at all.
If we are unable to successfully address these risks our business
will be harmed.
Economic recessions and other factors that reduce
freight volumes could have a material adverse impact on our
business.
The transportation industry historically has experienced cyclical
fluctuations in financial results due to economic recession,
downturns in business cycles of our customers, increases in
prices charged by third-party carriers, interest rate
fluctuations and other U.S. and global economic factors beyond
our control. During economic downturns, reduced overall demand
for transportation services will likely reduce demand for our
services and exert downward pressures on rates and margins. In
periods of strong economic growth, demand for limited
transportation resources can result in increased network
congestion and resulting operating inefficiencies. In addition,
deterioration in the economic environment subjects our business
to various risks that may have a material impact on our operating
results and cause us to not reach our long-term growth goals.
These risks may include the following:
A reduction in overall freight volumes in the marketplace reduces
our opportunities for growth.
A downturn in our customers business cycles causes a reduction in
the volume of freight shipped by those customers.
Some of our customers may face economic difficulties and may not
be able to pay us, and some may go out of business.
Some of our customers may not pay us as quickly as they have in
the past, causing our working capital needs to increase.
A significant number of our transportation providers may go out
of business and we may be unable to secure sufficient equipment
or other transportation services to meet our commitments to our
customers.
We may not be able to appropriately adjust our expenses to
changing market demands.
We have ongoing capital requirements that necessitate
sufficient cash flow from operations and/or obtaining financing
on favorable terms.
We have depended on cash from operations to expand the size of
our operations and upgrade and expand the size of our revenue
equipment fleet. In the future, we could face inabilities with
generating sufficient cash from operations or obtaining
sufficient financing on favorable terms. If any of these events
occur, then we may face liquidity constraints or be forced to
enter into less than favorable financing arrangements.
Additionally, such events could adversely impact our ability to
provide services to our customers.
We may not be profitable.
There can be no assurance that we will be able to implement our
business plan, generate sustainable revenue or ever achieve
consistently profitable operations. We cannot assure you that we
can achieve or sustain profitability on a quarterly or annual
basis in the future.
Our success is dependent on our Chief Executive
Officer and other key personnel.
Our success depends on the continuing services of our Chief
Executive Officer, Mr. Steven Yariv. We believe that Mr. Yariv
possesses valuable knowledge and skills that are crucial to our
success and would be very difficult to replicate.
Over time, our success will depend on attracting and retaining
qualified personnel, including a senior management team.
Competition for senior management is intense, and we may not be
able to retain our management team or attract additional
qualified personnel. The loss of a member of senior management
would require our remaining senior officers to divert immediate
and substantial attention to fulfilling the duties of the
departing executive and to seeking a replacement. The inability
to adequately fill vacancies in our senior executive positions on
a timely basis could negatively affect our ability to implement
our business strategy, which could adversely impact our results
of operations and prospects.
Changes in our relationships with our significant
customers, including the loss or reduction in business from one
or more of them, could have an adverse impact on
us.
No single customer accounted for more than 5% of our revenue for
2016. We do not believe the loss of any single customer would
materially impair our overall financial condition or results of
operations; however, collectively, some of our large customers
might account for a relatively significant portion of the growth
in revenue and margins in a particular quarter or year. Our
contractual relationships with customers generally are terminable
at will by the customers on short notice and do not require the
customer to provide any minimum commitment. Our customers could
choose to divert all or a portion of their business with us to
one of our competitors, demand rate reductions for our services,
require us to assume greater liability that increases our costs,
or develop their own logistics capabilities. Failure to retain
our existing customers or enter into relationships with new
customers could materially impact the growth in our business and
the ability to meet our current and long-term financial
forecasts.
We depend on third-parties in the operation of our
business.
In our forwarding and freight brokerage operations, we do not own
or control the transportation assets that deliver our customers
freight, and we do not employ the people directly involved in
delivering the freight. In our full truckload and freight
brokerage businesses (particularly our last mile delivery
logistics operations, our over-the-road expedite operations and
our intermodal drayage operations), we engage independent
contractors who own and operate their own equipment. Accordingly,
we are dependent on third-parties to provide truck, rail, ocean,
air and other transportation services and to report certain
events to us, including delivery information and cargo claims.
This reliance could cause delays in reporting certain events,
including recognizing revenue and claims. Our inability to
maintain positive relationships with independent transportation
providers could significantly limit our ability to serve our
customers on competitive terms. If we are unable to secure
sufficient equipment or other transportation services to meet our
commitments to our customers or provide our services on
competitive terms, our operating results could be materially and
adversely affected and our customers could switch to our
competitors temporarily or permanently. Many of these risks are
beyond our control, including the following:
equipment shortages in the transportation industry, particularly
among contracted truckload carriers and railroads;
interruptions in service or stoppages in transportation as a
result of labor disputes, network congestion, weather-related
issues, Acts of God, or acts of terrorism;
changes in regulations impacting transportation;
increases in operating expenses for carriers, such as fuel costs,
insurance premiums and licensing expenses, that result in a
reduction in available carriers; and
changes in transportation rates.
Increases in independent contractor driver
compensation or other difficulties attracting and retaining
qualified independent contractor drivers could adversely affect
our profitability and ability to maintain or grow our independent
contractor driver fleet.
Our business operates through fleets of vehicles that are owned
and operated by independent contractors. These independent
contractors are responsible for maintaining and operating their
own equipment and paying their own fuel, insurance, licenses and
other operating costs. Turnover and bankruptcy among independent
contractor drivers often limit the pool of qualified independent
contractor drivers and increase competition for their services.
In addition, regulations such as the FMCSA Compliance Safety
Accountability program may further reduce the pool of qualified
independent contractor drivers. Thus, our continued reliance on
independent contractor drivers could limit our ability to grow
our ground transportation fleet.
In the future, we may experience difficulty in attracting and
retaining sufficient numbers of qualified independent contractor
drivers. Additionally, our agreements with independent contractor
drivers are terminable by either party upon short notice and
without penalty. Consequently, we regularly need to recruit
qualified independent contractor drivers to replace those who
have left our fleet. If we are unable to retain our existing
independent contractor drivers or recruit new independent
contractor drivers, our business and results of operations could
be adversely affected.
The compensation we offer our independent contractor drivers is
subject to market conditions and we may find it necessary to
continue to increase independent contractor drivers compensation
in future periods. If we are unable to continue to attract and
retain a sufficient number of independent contractor drivers, we
could be required to increase our mileage rates and accessorial
pay or operate with fewer trucks and face difficulty meeting
shipper demands, all of which would adversely affect our
profitability and ability to maintain our size or to pursue our
growth strategy.
We are dependent on computer and communications
systems; and a systems failure or data breach could cause a
significant disruption to our business.
Our business depends on the efficient and uninterrupted operation
of our computer and communications hardware systems and
infrastructure. Our operations and those of our technology and
communications service providers are vulnerable to interruption
by fire, earthquake, natural disasters, power loss,
telecommunications failure, terrorist attacks, Internet failures,
computer viruses, data breaches (including cyber-attacks or cyber
intrusions over the Internet, malware and the like) and other
events generally beyond our control. We mitigate the risk of
business interruption by maintaining redundant computer systems,
redundant networks, and backup systems. In the event of a
significant system failure, our business could experience
significant disruption.
We operate in a highly competitive industry and, if
we are unable to adequately address factors that may adversely
affect our revenue and costs, our business could
suffer.
Competition in the transportation services industry is intense.
Increased competition may lead to revenue reductions, reduced
profit margins, or a loss of market share, any one of which could
harm our business. There are many factors that could impair our
profitability, including the following:
competition with other transportation services companies, some of
which offer different services or have a broader coverage
network, more fully developed information technology systems and
greater capital resources than we do;
reduction by our competitors of their rates to gain business,
especially during times of declining economic growth, which
reductions may limit our ability to maintain or increase rates,
maintain our operating margins or maintain significant growth in
our business;
solicitation by shippers of bids from multiple transportation
providers for their shipping needs and the resulting depression
of freight rates or loss of business to competitors;
establishment by our competitors of cooperative relationships to
increase their ability to address shipper needs;
our current or prospective customers may decide to develop
internal capabilities for some of the services that we provide;
and
the development of new technologies or business models could
result in our disintermediation in certain businesses, such as
freight brokerage.
Our results of operations may be affected by seasonal
factors.
Our productivity may decrease during the winter season when
severe winter weather impedes operations. Also, some shippers may
reduce their shipments after the winter holiday season. At the
same time, operating expenses may increase and fuel efficiency
may decline due to engine idling during periods of inclement
weather. Harsh weather conditions generally also result in higher
accident frequency, increased freight claims, and higher
equipment repair expenditures.
Status of independent contractors.
In recent years, the topic of the classification of individuals
as employees or independent contractors has gained increased
attention among federal and state regulators as well as the
plaintiffs bar. Various legislative or regulatory proposals have
been introduced at the federal and state levels that may affect
the classification status of individuals as independent
contractors or employees for either employment tax purposes
(withholding, social security, Medicare and unemployment taxes)
or other benefits available to employees (most notably, workers
compensation benefits). Recently, certain states (most
prominently, California) have seen significant increased activity
by tax and other regulators and numerous class action lawsuits
filed against transportation companies that engage independent
contractors.
The Company classifies its third party shipping providers as
independent contractors for all purposes, including employment
tax and employee benefits. There can be no assurance that
legislative, judicial, administrative or regulatory (including
tax) authorities will not introduce proposals or assert
interpretations of existing rules and regulations that would
change the employee/independent contractor classification of
third party shipping providers doing business with the Company.
Although we believe that there are no proposals currently pending
that would significantly change the employee/independent
contractor classification of third party shipping providers doing
business with the Company, potential changes, if any, could have
a material adverse effect on our operating model. Further, the
costs associated with any such potential changes could have a
material adverse effect on the Companys results of operations and
financial condition if we were unable to pass through to our
customers an increase in price corresponding to such increased
costs. Moreover, class action litigation in this area against
other transportation companies has resulted in significant damage
awards and/or monetary settlements for workers who have been
allegedly misclassified as independent contractors and the legal
and other related expenses associated with litigating these cases
can be substantial.
Our business is subject to the risks of earthquakes,
fire, power outages, floods and other catastrophic events, and to
interruption by man-made problems such as strikes and
terrorism.
Natural disasters such as earthquakes, tsunamis, hurricanes,
tornadoes, floods or other adverse weather and climate
conditions, whether occurring in the United States or abroad,
could disrupt our operations or the operations of our customers
or could damage or destroy infrastructure necessary to transport
products as part of the supply chain. Specifically, these events
may damage or destroy our assets, disrupt fuel supplies, increase
fuel costs, disrupt freight shipments or routes, and affect
regional economies. As a result, these events could make it
difficult or impossible for us to provide logistics and
transportation services; disrupt or prevent our ability to
perform functions at the corporate level; and/or otherwise impede
our ability to continue business operations in a continuous
manner consistent with the level and extent of business
activities prior to the occurrence of the unexpected event, which
could adversely affect our business and results of operations or
make our results more volatile.
GENERAL OPERATING RISK
We have insufficient funds to develop our business,
which may adversely affect our future growth.
We will need to raise substantial additional capital to fund our
operations and to develop and launch our services. We may need to
sell equity securities or borrow funds in order to develop these
growth strategies and our inability to raise the additional
capital and/or borrow the funds needed to implement these plans
may adversely affect our business and future growth.
Our future capital requirements may be substantial and will
depend on many factors including:
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revenue received from sales and operations, if any, in the future; |
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the expenses needed to attract and retain skilled personnel; and |
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| the costs associated with being a public company. |
Raising capital in the future could cause dilution to
our existing shareholders, and may restrict our operations or
require us to relinquish rights.
In the future, we may seek additional capital through a
combination of private and public equity offerings, debt
financings and collaborations and strategic and licensing
arrangements. To the extent that we raise additional capital
through the sale of equity or convertible debt securities, your
ownership interest will be diluted, and the terms may include
liquidation or other preferences that adversely affect your
rights as a shareholder. Debt financing, if available, would
result in increased fixed payment obligations and may involve
agreements that include covenants limiting or restricting our
ability to take specific actions such as incurring debt, making
capital expenditures or declaring dividends. If we raise
additional funds through collaboration, strategic alliance and
licensing arrangements with third parties, we may have to
relinquish valuable rights to our technologies, future revenue
streams or product candidates, or grant licenses on terms that
are not favorable to us.
We will incur significant costs as a result of
operating as a public company, and our management may be required
to devote substantial time to compliance
initiatives.
As a public company, we incur significant legal, accounting and
other expenses, which are approximately $100,000 annually. In
addition, the Sarbanes-Oxley Act, as well as rules subsequently
implemented by the SEC, have imposed various requirements on
public companies, including requiring establishment and
maintenance of effective disclosure and financial controls as
well as mandating certain corporate governance practices. Our
management and other personnel will devote a substantial amount
of time and financial resources to these compliance initiatives.
If we fail to staff our accounting and finance function
adequately, or maintain internal control systems adequate to meet
the demands that are placed upon us as a public company, we may
be unable to report our financial results accurately or in a
timely manner and our business and stock price, assuming that a
market for our stock develops, may suffer. The costs of being a
public company, as well as diversion of managements time and
attention, may have a material adverse effect on our future
business, financial condition and results of operations.
RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK
If a public market for our common stock develops, it
may be volatile. This may affect the ability of our investors to
sell their shares as well as the price at which they sell their
shares.
The market price for shares of our common stock may be
significantly affected by factors such as variations in quarterly
and yearly operating results, general trends in the medical
wholesaling industry, and changes in state or federal regulations
affecting us and our industry. Furthermore, in recent years the
stock market has experienced extreme price and volume
fluctuations that are unrelated or disproportionate to the
operating performance of the affected companies. Such broad
market fluctuations may adversely affect the market price of our
common stock, if a market for it develops.
As an emerging growth company under the JOBS Act, we
are permitted to rely on exemptions from certain disclosure
requirements.
We qualify as an emerging growth company under the JOBS Act. As a
result, we are permitted to and may rely on exemptions from
certain disclosure requirements. For so long as we are an
emerging growth company, we will not be required to:
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have an auditor report on our internal controls over financial reporting to Section 404(b) of the Sarbanes-Oxley Act; |
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comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditors report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis); |
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submit certain executive compensation matters to shareholder advisory votes, such as say-on-pay, say-on-frequency and say-on-golden parachute; and |
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disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an
emerging growth company can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the
Securities Act for complying with new or revised accounting
standards. In other words, an emerging growth company can delay
the adoption of certain accounting standards until those
standards would otherwise apply to private companies. We are not
choosing to opt out of this provision. Section 107 of the JOBS
Act provides that our decision to opt out of the extended
transition period for complying with new or revised accounting
standards is irrevocable.
We will remain an emerging growth company until the last day of
our fiscal year following the fifth anniversary of the date of
our first sale of common equity securities to an effective
registration under the Securities Act, or until the earliest of
(i) the last day of the first fiscal year in which our total
annual gross revenues exceed $1 billion, (ii) the date that we
become a large accelerated filer as defined in Rule 12b-2 under
the Securities Exchange Act of 1934, which would occur if the
market value of our ordinary shares that is held by
non-affiliates exceeds $700 million as of the last business day
of our most recently completed second fiscal quarter or (iii) the
date on which we have issued more than $1 billion in
non-convertible debt during the preceding three year period.
Until such time, however, we cannot predict if investors will
find our common stock less attractive because we may rely on
these exemptions. If some investors find our common stock less
attractive as a result, there may be a less active trading market
for our common stock and our stock price may be more volatile.
We do not intend to pay cash dividends in the
foreseeable future.
We have never paid dividends on our common stock and do not
presently intend to pay any dividends in the foreseeable future.
We anticipate that any funds available for payment of dividends
will be re-invested into the Company to further its business
strategy. Because we do not anticipate paying dividends in the
future, the only opportunity for our stockholders to realize the
creation of value in our common stock will likely be through a
sale of those shares.
We have the right to issue shares of preferred stock.
If we were to issue preferred stock, it is likely to have rights,
preferences and privileges that may adversely affect the common
stock.
We are authorized to issue 4,000,000 shares of preferred stock,
with such rights, preferences and privileges as may be determined
from time-to-time by our Board of Directors. Our Board of
Directors is empowered, without stockholder approval, to issue
preferred stock in one or more series, and to fix for any series
the dividend rights, dissolution or liquidation preferences,
redemption prices, conversion rights, voting rights, and other
rights, preferences and privileges for the preferred stock. The
issuance of shares of preferred stock, depending on the rights,
preferences and privileges attributable to the preferred stock,
could adversely reduce the voting rights and powers of the common
stock and the portion of the Companys assets allocated for
distribution to common stockholders in a liquidation event, and
could also result in dilution in the book value per share of the
common stock being offered. The preferred stock could also be
utilized, under certain circumstances, as a method for raising
additional capital or discouraging, delaying or preventing a
change in control of the Company, to the detriment of the
investors in the common stock being offered. We cannot assure you
that the Company will not, under certain circumstances, issue
shares of its preferred stock.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following managements discussion and analysis should be
read in conjunction with the historical financial statements and
the related notes thereto contained in this Current Report. The
managements discussion and analysis contains forward-looking
statements, such as statements of our plans, objectives,
expectations and intentions. Any statements that are not
statements of historical fact are forward-looking statements.
When used, the words believe, plan, intend, anticipate, target,
estimate, expect and the like, and/or future tense or conditional
constructions (will, may, could, should, etc.), or similar
expressions, identify certain of these forward-looking
statements. These forward-looking statements are subject to risks
and uncertainties, including those under Risk Factors in this
Current Report, that could cause actual results or events to
differ materially from those expressed or implied by the
forward-looking statements. Our actual results and the timing of
events could differ materially from those anticipated in these
forward-looking statements as a result of several factors. We do
not undertake any obligation to update forward-looking statements
to reflect events or circumstances occurring after the date of
this report.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We were originally incorporated under the laws of the State of
Nevada on July 25, 2008 under the name Loran Connection Corp. We
were formed to provide a variety of services in the area of
individual and group tourism and business support in Ukraine. We
subsequently filed a resale registration statement with the SEC
on May 28, 2009, which was declared effective on October 28,
2009. On January 25, 2012, we filed an amendment to our articles
of incorporation to, among other things, change our name to
PetroTerra Corp. and effect a thirty-two-for-one reverse split.
We changed our name to reflect a proposed change in our business
operations. On October 2, 2013, in connection with a change of
control in the management of the Company, the Company began
business operations in the oil and gas sector. On December 18,
2013, we filed a certificate of change to effect a one-for-two
reverse stock split of our authorized and our outstanding shares
of common stock and preferred stock. On July 1, 2015, we filed a
certificate of change to effect a one-for-two and one half
reverse stock split of our authorized and our outstanding shares
of common stock. Since January 2016, as a result of the decline
in the oil and gas markets, we generated minimal sales revenue
and our operations were subject to all the risks inherent in the
establishment of a new business enterprise. Since January 2016,
we have not engaged in any operations and our business has been
dormant. As such, we have been a shell company, as defined in
Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the Exchange Act).
Reverse Merger
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). 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 purchased 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.
Save on Transport operates as an automobile shipping company that
provides transportation, brokerage, and logistics services
relating to vehicle shipping.
At the closing of the Reverse Merger, Lawrence Sands, our former
Chief Executive Officer, Chief Financial Officer and sole
director, resigned from all of his positions. Steven Yariv was
also elected as the Chairman of our Board of Directors and
appointed Chief Executive Officer.
As a result of the Reverse Merger and the change in business and
operations of our company from a public shell company to a
company engaged in the business of automobile shipping, a
discussion of the past financial results of our company is not
pertinent, and under generally accepted accounting principles in
the United States the historical financial results of Save on
Transport, the accounting acquirer, prior to the Reverse Merger
are considered the historical financial results of our company.
The Reverse Merger was accounted for as a recapitalization
effected by a Reverse Merger, wherein Save on Transport is
considered the acquirer for accounting and financial reporting
purposes.
The following discussion highlights the results of operations of
Save on Transport and the principal factors that have affected
its financial condition as well as its liquidity and capital
resources for the periods described, and provides information
that management believes is relevant for an assessment and
understanding of the financial condition and results of
operations presented herein. The following discussion and
analysis is based on the audited and financial statements
contained in this Current Report, which have been prepared in
accordance with generally accepted accounting principles in the
United States. You should read the discussion and analysis
together with such financial statements and the related notes
thereto.
Basis of Presentation
The audited financial statements for the period from July 12,
2016 (inception) to December 31, 2016 include a summary of our
significant accounting policies and should be read in conjunction
with the discussion below. In the opinion of management, all
material adjustments necessary to present fairly the results of
operations for such periods have been included in these audited
financial statements. All such adjustments are of a normal
recurring nature.
Results of Operations
For the period from July 12, 2016 (inception) through
December 31, 2016
The following table sets forth our revenues, expenses and net
loss for the period from July 12, 2016 (inception) through
December 31, 2016. The financial information below is derived
from our audited financial statements included as an exhibit to
this Current Report.
| For the period from July 12, 2016 through December 31, 2016 | ||||
| Revenue | $ | 72,222 | ||
| Cost of Sales | $ | 50,954 | ||
| Gross Profit | $ | 21,268 | ||
| Operating Expenses: | ||||
| Legal and professional | $ | 5,871 | ||
| Payroll and related expenses | $ | 9,919 | ||
| Rent – affiliate | $ | 1,500 | ||
| General and administrative expenses | $ | 3,952 | ||
| Total Operating Expenses | $ | 21,242 | ||
| Operating Income | $ | |||
| Net Income | $ | |||
Revenues
The Companys revenues were $72,222 for the period from July 12,
2016 (inception) through December 31, 2016. The revenue consists
of individual customers contracting to transport a vehicle from
location to location.
Cost of Revenue
Our cost of revenue were $50,954 for the period from July 12,
2016 (inception) through December 31, 2016 consisting primarily
of $50,375 carrier fees.
Operating Expenses
Total operating expenses were $21,242 for the period from July
12, 2016 (inception) through December 31, 2016 for legal and
professional fees of $5,871, payroll and related expenses of
$9,919, rent to an affiliate of $1,500 and general and
administrative expenses of $3,952.
Operating Income and Net Income
The Companys operating income and net income were $26 for the
period from July 12, 2016 (inception) through December 31, 2016.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to
support its current and future operations, satisfy its
obligations, and otherwise operate on an ongoing basis. At
December 31, 2016, we had a cash balance of $11,275. Our working
capital was $8,126 at December 31, 2016.
We reported a net increase in cash for the period from July 12,
2016 (inception) through December 31, 2016 of $11,275.
Operating activities
Net cash flows used in operating activities for the period from
July 12, 2016 (inception) through December 31, 2016 amounted to
$3,625 and was primarily attributable to net income of $26, a
decrease in cash due to prepaid expenses and other current assets
of $2,626, and an increase of cash due to the increase in
accounts payable of $1,318, deferred revenue of $2,800 and
payroll tax payable of $2,107.
Financing activities
Net cash flows provided by financing activities was $8,100 for
the period of July 12, 2016 (inception) through the December 31,
2016. We received proceeds from shareholder loans of $1,680 and
subsequently repaid the advances and $8,100 from proceeds from
the common stock issued to the founding shareholder.
Going Concern Consideration
Our operations and financial results are subject to numerous
various risks and uncertainties that could adversely affect our
business, financial condition and results of operations. We have
earned a nominal net income since our inception and the resulting
Stockholders equity amounted to $8,126 as of December 31, 2016,
and losses are anticipated in the development of our business,
raising substantial doubt about our ability to continue as a
going concern. The ability to continue as a going concern is
dependent upon our generating profitable operations in the future
and/or obtaining the necessary financing to meet our obligations
and repay our liabilities arising from normal business operations
when they become due. Our future financial results are also
uncertain due to a number of factors, some of which are outside
our control. These risk factors include, but are not limited to,
our ability to raise additional funding and the results of our
proposed operations.
Contractual Obligations
We may have certain fixed contractual obligations and commitments
that include future estimated payments. Changes in our business
needs, cancellation provisions, changing interest rates, and
other factors may result in actual payments differing from the
estimates. We cannot provide certainty regarding the timing and
amounts of payments.
Off Balance Sheet Arrangements
As of the date of this Current Report, we had no off-balance
sheet arrangements. We are not aware of any material transactions
that are not disclosed in our financial statements.
Significant Accounting Policies and Critical Accounting
Estimates
The methods, estimates, and judgments that we use in applying our
accounting policies have a significant impact on the results that
we report in our financial statements. Some of our accounting
policies require us to make difficult and subjective judgments,
often as a result of the need to make estimates regarding matters
that are inherently uncertain. Our most critical accounting
estimates include:
Revenue Recognition We recognize revenue in
accordance with ACS – 605, Revenue recognition, ASC-605 requires
that four basic criteria be met before revenue can be recognized:
(1) persuasive evidence of an arrangement exists; (2) delivery
has occurred or services have been rendered; (3) the selling
price is fixed and determinable; and (4) collectability is
reasonably assured. The Company recognizes operating revenues and
the related direct costs of such revenue as of the date the
freight is delivered by the carrier. Customer payments received
prior to delivery are recorded as a deferred revenue liability
and related carrier fees if paid prior to delivery are recorded
as a deferred expense asset. In accordance with ASC Topic 605-45,
Principal Agent Considerations, the Company recognizes
revenue on a gross basis.
Recently Enacted Accounting Standards
For a description of accounting changes and recent accounting
standards, including the expected dates of adoption and estimated
effects, if any, on our financial statements, see Note 2: Recent
Accounting Pronouncements in the financial statements filed with
this Current Report.
Quantitative and Qualitative Disclosures About Market
Risk
We are not required to provide quantitative and qualitative
disclosures about market risk because we are a smaller reporting
company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. In
accordance with Securities and Exchange Commission rules, shares
of our Common Stock which may be acquired upon exercise of stock
options or warrants which are currently exercisable or which
become exercisable within 60 days of the date of the applicable
table below are deemed beneficially owned by the holders of such
options and warrants and are deemed outstanding for the purpose
of computing the percentage of ownership of such person, but are
not treated as outstanding for the purpose of computing the
percentage of ownership of any other person. Subject to community
property laws, where applicable, the persons or entities named in
the tables below have sole voting and investment power with
respect to all shares of our Common Stock indicated as
beneficially owned by them.
The following table sets forth information with respect to the
beneficial ownership of our Common Stock as of March 30, 2017,
after the Reverse Merger, by (i) each stockholder known by us to
be the beneficial owner of more than 5% of our Common Stock (our
only class of voting securities), (ii) each of our directors and
executive officers, and (iii) all of our directors and executive
officers as a group. To the best of our knowledge, except as
otherwise indicated, each of the persons named in the table has
sole voting and investment power with respect to the shares of
our Common Stock beneficially owned by such person, except to the
extent such power may be shared with a spouse. To our knowledge,
none of the shares listed below are held under a voting trust or
similar agreement, except as noted. Other than the Reverse
Merger, to our knowledge, there is no arrangement, including any
pledge, by any person of securities of the Company or any of its
parents, the operation of which may at a subsequent date result
in a change of control of the Company.
Unless otherwise indicated in the following table, the address
for each person named in the table is c/o Save on Transport, 2833
Exchange Court, West Palm Beach, FL 33409.
| Name and address of beneficial owner | Amount and nature of beneficial ownership |
Percent of class (1) |
||||
| Directors and Executive Officers | ||||||
| Steven Yariv | 114,202,944 shares | 70.0 | % | |||
| All directors and executive officers as a group | 114,202,944 shares | 70.0 | % | |||
| 5% Shareholders | ||||||
| None | ||||||
(1) Applicable percentage ownership is based on 115,147,064
shares of Common Stock outstanding as of March 30, 2017.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
Directors and Executive Officers
Below are the names of and certain information regarding the
Companys current executive officers and directors:
| Name | Age | Position |
Date Named to Board of Directors/as Executive Officer |
|||||
| Steven Yariv (1) | Chief Executive Officer and Director | March 30, 2017 | ||||||
(1) Steven Yariv had been the Chief Executive Officer and Sole
Director of Save on Transport since its inception.
Directors are elected to serve until their successors are elected
and qualified. Directors are elected by a plurality of the votes
cast at the annual meeting of stockholders and hold office until
the expiration of the term for which he or she was elected and
until a successor has been elected and qualified.
A majority of the authorized number of directors constitutes a
quorum of the Board of Directors for the transaction of business.
The directors must be present at the meeting to constitute a
quorum. However, any action required or permitted to be taken by
the Board of Directors may be taken without a meeting if all
members of the Board of Directors individually or collectively
consent in writing to the action. Executive officers are
appointed by the Board of Directors and serve at its pleasure.
The principal occupation and business experience during at least
the past five years for our executive officers and directors is
as follows:
Steven Yariv Chief Executive Officer and Director
Steven Yariv is Chief Executive Officer and Chairman of the Board
of Directors of the Company and the Chief Executive Officer of
Save on Transport. Mr. Yariv has been the Chief Executive
Officer/President of Save on Transport since inception, and he
has been involved in the transportation industry for 15 years.
Director Independence
We are not currently subject to the listing requirements of any
national securities exchange or inter-dealer quotation system
which has requirements that a majority of the Board of Directors
be independent and, as a result, we are not at this time required
to have our Board of Directors comprised of a majority of
independent directors. We do not have an independent director
under the applicable standards of the SEC and the Nasdaq stock
market.
Family Relationships
There are no family relationships among our directors and
executive officers.
Involvement in Certain Legal Proceedings
None of our directors or executive officers has been involved in
any of the following events during the past ten years:
|
any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
||
|
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
||
|
being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or |
||
|
being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers, and persons who own more than
10% of our outstanding common stock, to file with the SEC initial
reports of ownership and reports of changes in ownership of
common stock. Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.
Based solely upon a review by us of Forms 3 and 4 relating to
fiscal years 2016 and 2015 as furnished to us under Rule 16a-3(d)
under the Act, and Forms 5 and amendments thereto furnished to us
with respect to fiscal year 2016, we believe that during the
fiscal years ended December 31, 2016 and 2015, there was no
failure to comply with Section 16(a) filing requirements
applicable to our officers, directors and 10% stockholders.
Code of Ethics
The Company expects to adopt a code of ethics during fiscal year
2017.
Audit Committee
We do not have an audit committee and as a result our board of
directors performs the duties of an audit committee. Our board of
directors evaluates the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.
Compensation Committee
We do not have an compensation committee and as a result our
board of directors performs the duties of a compensation
committee. Our board of directors reviews and approves various
compensation policies and matters and reviews and approves
salaries, bonuses and other matters relating to our officers.
[The committee reviews all senior corporate employees after the
end of each fiscal year to determine compensation for the
subsequent year. Particular attention is paid to each employees
contributions to our current and future success, as well as their
salary level in comparison to the market value of personnel with
similar skills and responsibilities.]
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the total
compensation paid or accrued by us and Save on Transport during
the last two fiscal years indicated to (i) all individuals that
served as our or Save on Transports principal executive officer
or acted in a similar capacity for us or Save on Transport at any
time during the most recent fiscal year indicated; (ii) the two
most highly compensated executive officers who were serving as
executive officers of us or Save on Transport at the end of the
most recent fiscal year indicated that received annual
compensation during such fiscal year in excess of $100,000; and
(iii) up to two additional individuals for whom disclosure would
have been provided to clause (ii) above but for the fact that the
individual was not serving as an executive officer of us or Save
on Transport at the end of the most recent fiscal year indicated.
| Name Principal Position | Fiscal Year ended Dec. 31, | Salary ($) | Bonus ($) | Stock Awards (4) ($) | Option Awards($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
|
John Barton, Chief Executive Officer/Chief Financial Officer (1) |
120,000 | 9,600 | (5) | 129,600 | ||||||||||||||||||||||||||||||||
| 120,000 | 336,000 | (6) | 456,000 | |||||||||||||||||||||||||||||||||
| Kurt Reinecke, Chief Operating Officer (2) | 82,500 | 65,600 | (7) | 148,100 | ||||||||||||||||||||||||||||||||
| 41,250 | 100,000 | (8) | 141,250 | |||||||||||||||||||||||||||||||||
|
Lawrence Sands, Interim Chief Executive Officer and Chief Financial Officer (9) |
||||||||||||||||||||||||||||||||||||
| Steven Yariv, Chief Executive Officer (3) | 9,000 | |||||||||||||||||||||||||||||||||||
(1) On January 9, 2017, Mr. Barton resigned as our Chief
Executive Officer and Chief Financial Officer. The compensation
listed reflects compensation for Mr. Barton in his dual role as
Chief Executive Officer and Chief Financial Officer.
(2) On January 9, 2017, Mr. Reinecke resigned as our Chief
Operating Officer.
(3) Reflects compensation received from Save on Transport.
(4) Reflects grant date fair value of restricted stock awards
computed in accordance with FASB ASC Topic 718.
(5) On February 9, 2016, John Barton was granted 160,000 shares
of common stock in accordance with his employment agreement dated
February 4, 2014.
(6) On February 13, 2015, John Barton was granted 160,000 shares
of common stock in accordance with his employment agreement dated
February 4, 2014.
(7) On October 26, 2015, the Company renewed its independent
contractor agreement with Arrow Peak Minerals and Royalty LLC
(Arrow) so that Kurt Reinecke would continue to act in the role
of the Companys Chief Operating Officer. Arrow is also entitled
to receive an aggregate of 150,000 shares of common stock to be
earned as follows: (i) 50,000 shares were issued upon execution
of the agreement; (ii) 50,000 shares will be issued upon the six
month anniversary of the commencement of the agreement; and (iii)
50,000 shares will be issued upon the one year anniversary of the
commencement of the agreement.
(8) On September 16, 2014 and March 16, 2015, Kurt Reinecke was
granted an aggregate 50,000 shares of common stock in accordance
with his employment agreement dated September 16, 2014.
(9) Mr. Sands served as the interim Chief Executive Officer and
interim Chief Financial Officer from January 14, 2017 until Mr.
Sands resigned all officer positions as our Chief Operating
Officer on March 30, 2017.
Employment Agreements
The Company has no employment agreements in place as of March 30,
2017.
We have no plans in place and have never maintained any plans
that provide for the payment of retirement benefits or benefits
that will be paid primarily following retirement including, but
not limited to, tax qualified deferred benefit plans,
supplemental executive retirement plans, tax-qualified deferred
contribution plans and nonqualified deferred contribution plans.
The Company also does not currently offer or have any benefits,
such as health or life insurance, available to its employees.
Outstanding Equity Awards at Fiscal Year-End
The Companys officers did not receive any equity awards during
the period covered by this Current Report nor has any other
former officer received equity awards during the period covered
by this Current Report.
Director Compensation
Lawrence Sands, the Companys sole director prior to the Reverse
Merger did not receive any compensation in his role as such
during the period covered by this Current Report nor has any
other former director of the Company received compensation during
the period covered by this Current Report. Steven Yariv, Save on
Transports sole director [prior to the Reverse Merger] did not
receive any compensation in his role as such during the period
covered by this Current Report nor has any other former director
of Save on Transport received compensation during the period
covered by this Current Report.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SEC rules require us to disclose any transaction or currently
proposed transaction in which the Company is a participant and in
which any related person has or will have a direct or indirect
material interest involving the lesser of $120,000 or one percent
(1%) of the average of the Companys total assets as of the end of
last two completed fiscal years. A related person is any
executive officer, director, nominee for director, or holder of
5% or more of the Companys Common Stock, or an immediate family
member of any of those persons.
None of our officers, directors, proposed director nominees,
beneficial owners of more than 5% of our shares of common stock,
or any relative or spouse of any of the foregoing persons, or any
relative of such spouse who has the same house as such person or
who is a director or officer of any parent or subsidiary of our
Company, has any direct or indirect material interest in any
transaction to which we are a party since our incorporation or in
any proposed transaction to which we are proposed to be a party.
In the event a related party transaction is proposed, such
transaction will be presented to our Board of Directors for
consideration and approval. Any such transaction will require
approval by a majority of the disinterested directors and such
transactions will be on terms no less favorable than those
available to disinterested third parties.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Our Common Stock has been quoted on OTC Pink under the symbol
PTRA since September 2016, and was quoted on the OTCQB before
that. The table below sets forth for the periods indicated the
quarterly high and low bid prices as reported by Nasdaq. These
quotations reflect inter-dealer prices, without retail mark-up,
mark-down, or commission and may not necessarily represent actual
transactions
| Quarter (1) | High | Low | ||||||||
| Fiscal year ended December 31, 2015 | First | $ | 2.65 | $ | 2.45 | |||||
| Second | $ | 3.00 | $ | 2.3 | ||||||
| Third | $ | 0.605 | $ | 0.56 | ||||||
| Fourth | $ | 1.63 | $ | 1.23 | ||||||
| Quarter (1)(2) | High | Low | ||||||||
| Fiscal year ended December 31, 2016 | First | $ | 0.12 | $ | 0.949 | |||||
| Second | $ | 0.09 | $ | 0.081 | ||||||
| Third | $ | 0.07 | $ | 0.07 | ||||||
| Fourth | $ | 0.0689 | $ | 0.0488 | ||||||
(1) Our Common Stock traded on the OTCQB from July 1, 2014
through August 31, 2016.
(2) The Company effected a 1:2.5 reverse stock split on July 1,
2015.
Our common stock is considered to be penny stock under rules
promulgated by the Securities and Exchange Commission. Under
these rules, broker-dealers participating in transactions in
these securities must first deliver a risk disclosure document
which describes risks associated with these stocks,
broker-dealers duties, customers rights and remedies, market and
other information, and make suitability determinations approving
the customers for these stock transactions based on financial
situation, investment experience and objectives. Broker-dealers
must also disclose these restrictions in writing, provide monthly
account statements to customers, and obtain specific written
consent of each customer. With these restrictions, the likely
effect of designation as a penny stock is to decrease the
willingness of broker- dealers to make a market for the stock, to
decrease the liquidity of the stock and increase the transaction
cost of sales and purchases of these stocks compared to other
securities.
We have been a shell company since January 2016. As a result, we
are subject to the provisions of Rule 144(i) which limit reliance
on Rule 144 by shareholders owning stock in a shell company.
Under current interpretations, unregistered shares issued after
we first became a shell company cannot be resold under Rule 144
until the following conditions are met:
| we cease to be a shell company; | ||
|
we remained subject to the Exchange Act reporting obligations; |
||
|
we file all required Exchange Act reports during the preceding 12 months; and |
||
|
at least one year has elapsed from the time we filed Form 10 information reflecting the fact that we had ceased to be a shell company. |
Holders
As of the date of this Report, we have 115,147,064 shares of
Common Stock outstanding held by approximately 44 stockholders of
record.
Dividend Policy
We have never paid any cash dividends on our capital stock and do
not anticipate paying any cash dividends on our Common Stock in
the foreseeable future. We intend to retain future earnings to
fund ongoing operations and future capital requirements. Any
future determination to pay cash dividends will be at the
discretion of our Board of Directors and will be dependent upon
financial condition, results of operations, capital requirements
and such other factors as the Board of Directors deems relevant.
Securities Authorized for Issuance under Equity
Compensation Plans
We have never had any equity compensation plans. However, we may
wish to issue stock options to a Stock Option Plan in the future.
Such stock options may be awarded to management, employees,
members of the Companys Board of Directors and consultants of the
Company.
DESCRIPTION OF SECURITIES
We have authorized capital stock consisting of 500 million shares
of Common Stock, par value $0.001, and 4 million shares of
preferred stock, par value $0.001 per share. As of the date of
this Report, we had 115,147,064 shares of Common Stock issued and
outstanding, and 4,000,000 shares of Series A convertible
preferred stock issued and outstanding.
Common Stock
The holders of outstanding shares of Common Stock are entitled to
receive dividends out of assets or funds legally available for
the payment of dividends of such times and in such amounts as the
board from time to time may determine. Holders of Common Stock
are entitled to one vote for each share held on all matters
submitted to a vote of stockholders. There is no cumulative
voting of the election of directors then standing for election.
The Common Stock is not entitled to pre-emptive rights and is not
subject to conversion or redemption. Upon liquidation,
dissolution or winding up of our company, the assets legally
available for distribution to stockholders are distributable
ratably among the holders of the Common Stock after payment of
liquidation preferences, if any, on any outstanding payment of
other claims of creditors. Each outstanding share of Common Stock
is duly and validly issued, fully paid and non-assessable.
Preferred Stock
We may issue shares of preferred stock from time to time in one
or more series, each of which will have such distinctive
designation or title as shall be determined by our Board of
Directors and will have such voting powers, full or limited, or
no voting powers, and such preferences and relative,
participating, optional or other special rights and such
qualifications, limitations or restrictions thereof, as shall be
stated in such resolution or resolutions providing for the issue
of such class or series of preferred stock as may be adopted from
time to time by the Board of Directors.
While we do not currently have any plans for the issuance of
additional preferred stock, the issuance of such preferred stock
could adversely affect the rights of the holders of Common Stock
and, therefore, reduce the value of the Common Stock. It is not
possible to state the actual effect of the issuance of any shares
of preferred stock on the rights of holders of the Common Stock
until the Board of Directors determines the specific rights of
the holders of the preferred stock; however, these effects may
include:
| Restricting dividends on the Common Stock; | ||
| Diluting the voting power of the Common Stock; | ||
| Impairing the liquidation rights of the Common Stock; or | ||
|
Delaying or preventing a change in control of the Company without further action by the stockholders. |
Other than in connection with shares of preferred stock (as
explained above), which preferred stock is not currently
designated nor contemplated by us, we do not believe that any
provision of our charter or By-Laws would delay, defer or prevent
a change in control.
Dividend Policy
The Company has not declared or paid any cash dividends on its
common stock, and does not intend to declare or pay any cash
dividend in the foreseeable future. The payment of dividends, if
any, is within the discretion of the Board of Directors and will
depend on the Companys earnings, if any, its capital requirements
and financial condition and such other factors as the Board of
Directors may consider.
Options
The Company does not have any outstanding options to purchase
shares of Common Stock.
Warrants
The Company does not have any outstanding warrants to purchase
shares of Common Stock.
Other Convertible Securities
The Company does not have any other outstanding convertible
securities.
Transfer Agent
The transfer agent for our Common Stock is Island Stock Transfer,
and its telephone number is 727-289-0010.
LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and
legal proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an
adverse result in these or other matters may arise from time to
time that may harm our business.
We are currently not aware of any pending legal proceedings to
which we are a party or of which any of our property is the
subject, nor are we aware of any such proceedings that are
contemplated by any governmental authority.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Nevada Revised Statutes and our Articles of Incorporation
allow us to indemnify our officers and directors from certain
liabilities and our By-Laws state that we shall indemnify every
present or former director or officer of ours (each an
Indemnitee).
Our By-Laws provide that we shall indemnify an Indemnitee against
all costs, charges and expenses, including amounts paid to settle
an action or satisfy a judgment, actually and reasonably incurred
by such Indemnitee.
Other than discussed above, neither our By-Laws nor Articles of
Incorporation includes any specific indemnification provisions
for our officers or directors against liability under the
Securities Act. Additionally, insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the Company to the
foregoing provisions, or otherwise, the Company has been advised
that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.
ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES
The information regarding (1) the issuance of 114,202,944 shares
of Common Stock to Steven Yariv, and (2) the issuance of all of
the issued and outstanding common stock of Save on Transport to
the Registrant, set forth in Item 2.01, Completion of Acquisition
or Disposition of AssetsThe Reverse Merger and Related
Transactions is incorporated herein by reference.
Shares Issued in Connection with the Reverse
Merger
To effectuate the Reverse Merger we issued to Steven Yariv
114,202,944 shares of Common Stock. This transaction is exempt
from registration to Section 4(a)(2) of the Securities Act as not
involving any public offering. None of the shares were sold
through an underwriter and accordingly, there were no discounts
or commissions involved.
Sales of Unregistered Securities of Save on
Transport
On the Closing Date, to the terms of the Share Exchange
Agreement, Steven Yariv sold all of the issued and outstanding
common stock of Save on Transport to the Registrant. This
transaction was exempt from registration
About PetroTerra Corp. (OTCMKTS:PTRA)
PetroTerra Corp. is a development-stage company. The Company holds oil and gas leases for property in the Central Utah Thrust Belt in Sevier County and Beaver County, Utah. As of March 31, 2016, the Company’s leases covered 5,950.54 gross acres in Sevier and Beaver counties in southwest Utah. The Company’s Sevier leases are UTU-89243 and UTU-89244, and its Beaver county lease is UTU-86466. As of March 31, 2016, the Company had not generated any revenues. The Company focuses on seeking a strategic alternative both inside and outside of the oil and gas market. The Company was an independent exploration and development company focused on the acquisition of property. PetroTerra Corp. (OTCMKTS:PTRA) Recent Trading Information
PetroTerra Corp. (OTCMKTS:PTRA) closed its last trading session down -0.0160 at 0.0320 with 2,132,567 shares trading hands.
