Current Report Filing (8-k)
August 18 2017 - 4:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): August 18, 2017
PETROTERRA
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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001-34970
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26-3106763
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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980
N Federal Highway, Suite 304
Boca
Raton, Florida 33432
(Address
of Principal Executive Offices)
(561)
672-7068
(Issuer’s
telephone number)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]
Item
4.02 Non-Reliance On Previously Issued Financial Statements Or A Related Audit Report Or Completed Interim Report
On
August 18, 2017, the Board of Directors (the “Board”) of PetroTerra Corp. (the “Company”), upon the recommendation
of management, determined that the unaudited financial statements as of and for the quarterly period ended December 31, 2016,
and the interim financial period ended March 31 2017, previously filed by the Company with the Securities and Exchange Commission,
should no longer be relied upon.
The
Company has determined that the financial statements referenced above should no longer be relied upon because they reference a
November 22, 2016, reverse stock split of the Company’s outstanding shares of common stock at a ratio of 1 for 30 (the “Reverse
Stock Split”) that was approved by the Board and the requisite shareholders of the Company; however, although it was filed
with and processed by the Financial Industry Regulatory Authority (“FINRA”), the prior management of the Company did
not follow through and obtain ultimate approval of the Reverse Stock Split by FINRA. Accordingly, the Reverse Stock Split never
became effective.
We
will include any restated financial information in amendments to our Quarterly Reports on Form 10-Q for these periods, which we
intend to file as soon as practicable.
The
Company’s management and the Board have discussed the matters disclosed under this Item 4.02 with Salberg & Company,
P.A., the Company’s independent registered public accounting firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
August 18, 2017
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PETROTERRA
CORP.
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By:
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/s/
Steven Yariv
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Name:
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Steven
Yariv
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Title:
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Chief
Executive Officer
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