UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2022~~2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File No. 001-34970

Transportation and Logistics Systems, Inc.

(Exact name of registrant as specified in its charter)

Nevada		26-3106763
(State or Other Jurisdiction		IRS Employer
of Organization)		Identification Number

5500 Military Trail, Suite 22-357
Jupiter, Florida		33458
(Address of principal executive offices)		(Zip code)

(833) 764-1443

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non accelerated filer ☒	Smaller reporting company ☒

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. ☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class		Outstanding as of May ~~13, 2022~~15, 2023
Common Stock, $0.001		~~3,266,359,058~~3,702,010,977

TRANSPORTATION AND LOGISTICS SYSTEMS, INC.

FORM 10-Q

March 31, ~~2022~~2023

INDEX

			Page
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements		3
	~~Condensed~~ Consolidated Balance Sheets - As of March 31, ~~2022~~2023 (unaudited) and December 31, ~~2021~~2022		3
	~~Condensed~~ Consolidated Statements of Operations - For the Three Months Ended March 31, 2023 and 2022 ~~and 2021~~ (unaudited)		4
	~~Condensed~~ Consolidated Statements of Changes in Shareholders’ Equity ~~(Deficit)~~ – For the Three Months Ended March 31, 2023 and 2022 ~~and 2021~~ (unaudited)		5
	~~Condensed~~ Consolidated Statements of Cash Flows - For the Three Months Ended March 31, 2023 and 2022 ~~and 2021~~ (unaudited)		6
	Notes to Unaudited ~~Condensed~~ Consolidated Financial Statements		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35	36
Item 4.	Controls and Procedures	35	36

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	36	38
Item 1A.	Risk Factors	38	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39	41
Item 3.	Defaults Upon Senior Securities	39	41
Item 4.	Mine Safety Disclosures	39	41
Item 5.	Other Information	39	41
Item 6.	Exhibits	39	41
Signatures		41	42

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,			March 31,			December 31,
	2022			2021			2023			2022
	(Unaudited)						(Unaudited)
ASSETS
CURRENT ASSETS:
Cash	$	6,063,241		$	6,067,692		$	472,655		$	1,470,807
Accounts receivable, net		461,575			481,734			3,361,850			2,059,326
Prepaid expenses and other current assets		210,459			197,336			433,075			613,035

Total Current Assets		6,735,275			6,746,762			4,267,580			4,143,168

OTHER ASSETS:
Security deposit		39,495			33,340
Security deposits								454,844			377,107
Property and equipment, net		530,872			577,205			2,887,613			1,607,212
Right of use assets, net								12,150,532			8,457,083
Goodwill								2,105,879			2,105,879
Intangible assets, net		2,032,572			2,177,382			4,742,925			4,601,677

Total Other Assets		2,602,939			2,787,927			22,341,793			17,148,958

TOTAL ASSETS	$	9,338,214		$	9,534,689		$	26,609,373		$	21,292,126

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES:
Notes payable, current portion	$	315		$	283,141		$	6,035,877		$	4,953,078
Accounts payable		310,871			312,772
Accounts payable (including accounts payable - related party of $324,551 and $115,117 on March 31, 2023 and December 31, 2022, respectively)								1,520,736			472,701
Accrued expenses		607,634			212,975			910,918			837,170
Insurance payable		34,563			98,255			359,135			137,477
Lease liabilities, current portion								3,006,297			2,081,099
Accrued compensation and related benefits		78,139			98,964			183,035			65,103

Total Current Liabilities		1,031,522			1,006,107			12,015,998			8,546,628

LONG-TERM LIABILITIES:
Notes payable, net of current portion		-			12,455			1,483,066			831,499
Lease liabilities, net of current portion								9,219,225			6,413,937

Total Long-term Liabilities		-			12,455			10,702,291			7,245,436

Total Liabilities		1,031,522			1,018,562			22,718,289			15,792,064

Commitments and Contingencies (See Note 11)		-
Commitments and Contingencies (See Note 10)								-			-

SHAREHOLDERS’ EQUITY:
Preferred stock, par value $0.001; authorized 10,000,000 shares: Series B convertible preferred stock, par value $0.001 per share; 1,700,000 shares designated; 700,000 and 700,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively (Liquidation value $700 and $700, respectively)		700			700
Series D preferred stock, par value $0.001 per share; 1,250,000 shares designated; 0 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively ($6.00 per share liquidation value)		-			-
Series E preferred stock, par value $0.001 per share; 562,250 shares designated; 31,658 and 51,605 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively ($13.34 per share liquidation value)		32			52
Series G preferred stock, par value $0.001 per share; 1,000,000 shares designated; 710,000 and 615,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively ($10.00 per share liquidation value)		710			615
Preferred stock		710			615
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 3,187,771,983 and 2,926,528,666 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		3,187,772			2,926,529
Preferred stock, par value $0.001; authorized 10,000,000 shares:
Series B convertible preferred stock, par value $0.001 per share; 1,700,000 shares designated; No shares issued and outstanding at March 31, 2023 and December 31, 2022 (Liquidation value $0)								-			-
Series D convertible preferred stock, par value $0.001 per share; 1,250,000 shares designated; no shares issued and outstanding at March 31, 2023 and December 31, 2022 ($6.00 per share liquidation value)								-			-
Series E convertible preferred stock, par value $0.001 per share; 562,250 shares designated; 21,418 shares issued and outstanding at March 31, 2023 and December 31, 2022 ($13.34 per share liquidation value)								21			21
Series G convertible preferred stock, par value $0.001 per share; 1,000,000 shares designated; 546,000 and 575,000 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively ($10.00 per share liquidation value)								546			575
Series H convertible preferred stock, par value $0.001 per share; 35,000 shares designated; 32,374 shares issued and outstanding at March 31, 2023 and December 31, 2022 (No per share liquidation value)								32			32
Preferred stock, value
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 3,702,010,977 and 3,636,691,682 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively								3,702,011			3,636,692
Additional paid-in capital		126,280,247			124,604,718			129,444,899			129,372,841
Accumulated deficit		(121,162,769	)		(119,016,487	)		(129,256,425	)		(127,510,099	)

Total Shareholders’ Equity		8,306,692			8,516,127			3,891,084			5,500,062

Total Liabilities and Shareholders’ Equity	$	9,338,214		$	9,534,689		$	26,609,373		$	21,292,126

See accompanying notes to unaudited ~~condensed~~ consolidated financial statements.

TRANSPORTATION AND LOGISTICS SYSTEMS INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2022			2021
	For the Three Months Ended						For the Three Months Ended
	March 31,						March 31,
	2022			2021			2023			2022

REVENUES	$	1,259,333		$	1,491,699		$	5,594,896		$	1,259,333

COST OF REVENUES		971,002			1,898,778
COST OF REVENUES (including cost of sales - related party of $770,707 and $0 for the three months ended March 31, 2023 and 2022, respectively)								3,626,353			971,002

GROSS PROFIT (LOSS)		288,331			(407,079	)
GROSS PROFIT								1,968,543			288,331

OPERATING EXPENSES:
Compensation and related benefits		1,356,410			368,609			1,115,484			1,356,410
Legal and professional fees		349,494			530,538			557,083			349,494
Rent		101,337			133,955			1,038,083			101,337
General and administrative expenses		281,943			196,203			764,836			281,943

Total Operating Expenses		2,089,184			1,229,305			3,475,486			2,089,184

LOSS FROM OPERATIONS		(1,800,853	)		(1,636,384	)		(1,506,943	)		(1,800,853	)

OTHER INCOME (EXPENSES):
Interest income								992			-
Interest expense		(7,867	)		(83,509	)		(139,245	)		(7,867	)
Interest expense - related parties		-			(22,192	)
Gain on debt extinguishment, net		-			59,853
Loss on sale of subsidiary								(720	)		-
Settlement expense		(228,511	)		-			-			(228,511	)
Other income		-			108,035
Derivative expense		-			(694,983	)

Total Other Income (Expenses)		(236,378	)		(632,796	)		(138,973	)		(236,378	)

LOSS BEFORE INCOME TAXES		(2,037,231	)		(2,269,180	)		(1,645,916	)		(2,037,231	)

Provision for income taxes		-			-			-			-

NET LOSS		(2,037,231	)		(2,269,180	)		(1,645,916	)		(2,037,231	)

Deemed dividends related to beneficial conversion features, and accrued dividends		(109,051	)		(829,836	)
Accrued dividends								(100,410	)		(109,051	)

NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	(2,146,282	)	$	(3,099,016	)	$	(1,746,326	)	$	(2,146,282	)

NET LOSS PER COMMON SHARE - BASIC AND DILUTED
Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted		3,040,797,022			1,747,413,151			3,685,826,300			3,040,797,022

See accompanying notes to unaudited ~~condensed~~ consolidated financial statements.

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES

~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY ~~(DEFICIT)~~

FOR THE THREE MONTHS ENDED MARCH 31, ~~2022~~2023 AND ~~2021~~2022

(Unaudited)

Preferred Stock Series B Preferred Stock Series E Preferred Stock Series G Preferred Stock Series H Common Stock Additional
Paid-in Accumulated Total
Shareholders’
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity

Balance, December 31, 2022 - $ - 21,418 $ 21 575,000 $ 575 32,374 $ 32 3,636,691,682 $ 3,636,692 $ 129,372,841 $ (127,510,099 ) $ 5,500,062

Common stock issued for conversion of Series G preferred shares - - - - (29,000 ) (29 ) - - 43,684,680 43,685 (23,600 ) - 20,056

Common stock issued for services and future services - - - - - - - - 21,634,615 21,634 (21,634 ) - -

Accretion of stock-based compensation - - - - - - - - - - 117,292 - 117,292

Accrued dividends - - - - - - - - - - - (100,410 ) (100,410 )

Net loss - - - - - - - - - - - (1,645,916 ) (1,645,916 )

Balance, March 31, 2023 - $ - 21,418 $ 21 546,000 $ 546 32,374 $ 32 3,702,010,977 $ 3,702,011 $ 129,444,899 $ (129,256,425 ) $ 3,891,084

Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity
Preferred Stock Series B Preferred Stock Series E Preferred Stock Series G Common Stock Additional Paid-in Accumulated Total Shareholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity
Balance, December 31, 2021 700,000 $ 700 51,605 $ 52 615,000 $ 615 2,926,528,666 $ 2,926,529 $ 124,604,718 $ (119,016,487 ) $ 8,516,127

Common stock issued for warrant exercise - - - - - - 24,571,429 24,571 221,143 245,714

Common stock issued for services and future services - - - - - - 161,671,888 161,672 88,328 - 250,000

Accretion of stock-based compensation - - - - - - - - 586,133 - 586,133

Sales of Series G preferred share units - - - - 95,000 95 - - 854,905 - 855,000

Common stock issued for conversion of Series E preferred shares - - (19,947 ) (20 ) - - 75,000,000 75,000 (74,980 ) - -

Dividends accrued - - - - - - - - - (109,051 ) (109,051 )

Net loss - - - - - - - - - (2,037,231 ) (2,037,231 )

Balance, March 31, 2022   700,000 $ 700   31,658 $ 32   710,000 $ 710   3,187,771,983 $   3,187,772 $   126,280,247 $   (121,162,769 ) $ 8,306,692
Preferred Stock Series B Preferred Stock Series E Preferred Stock Series G Common Stock Additional Paid-in Accumulated Total Shareholders’
Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Deficit

Balance, December 31, 2020 700,000 $ 700 105,378 $ 105 - $ - 1,733,847,494 $ 1,733,848 $ 104,872,991 $ (122,621,060 ) $ (16,013,416 )

Common stock issued for debt conversion - - - - - - 15,454,546 15,454 154,546 - 170,000

Sales of Series E preferred share units - - 310,992 311 - - - - 3,257,689 - 3,258,000

Deemed dividend related to beneficial conversion features and accrued dividends - - - - - - - - 777,510 (829,836 ) (52,326 )

Net loss - - - - - - - - - (2,269,180 ) (2,269,180 )

Balance, March 31, 2021   700,000 $ 700   416,370 $ 416 - $ -   1,749,302,040 $   1,749,302 $   109,062,736 $   (125,720,076 ) $ (14,906,922 )
Preferred Stock Series B Preferred Stock Series E Preferred Stock Series G Preferred Stock Series H Common Stock Additional
Paid-in Accumulated Total
Shareholders’
Shares Amount Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity

Balance, December 31, 2021 700,000 $ 700 51,605 $ 52 615,000 $ 615 - $ - 2,926,528,666 $ 2,926,529 $ 124,604,718 $ (119,016,487 ) $ 8,516,127
Balance 700,000 $ 700 51,605 $ 52 615,000 $ 615 - $ - 2,926,528,666 $ 2,926,529 $ 124,604,718 $ (119,016,487 ) $ 8,516,127

Common stock issued for warrant exercise - - - - - - - - 24,571,429 24,571 221,143 - 245,714

Common stock issued for services and future services - - - - - - - - 161,671,888 161,672 88,328 - 250,000

Accretion of stock-based compensation - - - - - - - - - - 586,133 - 586,133

Sales of Series G preferred share units - - - - 95,000 95 - - - - 854,905 - 855,000

Common stock issued for conversion of Series E preferred shares - - (19,947 ) (20 ) - - - - 75,000,000 75,000 (74,980 ) - -

Dividends accrued - - - - - - - - - - - (109,051 ) (109,051 )

Net loss - - - - - - - - - - - (2,037,231 ) (2,037,231 )

Balance, March 31, 2022 700,000 $ 700 31,658 $ 32 710,000 $ 710 - $ - 3,187,771,983 $ 3,187,772 $ 126,280,247 $ (121,162,769 ) $ 8,306,692
Balance 700,000 $ 700 31,658 $ 32 710,000 $ 710 - $ - 3,187,771,983 $ 3,187,772 $ 126,280,247 $ (121,162,769 ) $ 8,306,692

See accompanying notes to unaudited ~~condensed~~ consolidated financial statements.
5

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

2022 2021
For the Three Months Ended For the Three Months Ended
March 31, March 31,
2022 2021 2023 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (2,037,231 ) $ (2,269,180 ) $ (1,645,916 ) $ (2,037,231 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense 191,143 85,760 375,911 191,143
Amortization of debt discount to interest expense - 19,013
Stock-based compensation 836,133 - 117,292 836,133
Derivative expense, net - 694,983
Non-cash portion of gain on extinguishment of debt, net - (59,853 )
Rent expense - 1,563
Lease costs 37,037 -
Bad debt recovery (23,273 ) -
Change in operating assets and liabilities:
Accounts receivable 20,159 164,345 (442,365 ) 20,159
Prepaid expenses and other current assets (13,123 ) 248,906 (56,586 ) (13,123 )
Security deposit (6,155 ) (8,000 ) (70,737 ) (6,155 )
Accounts payable and accrued expenses 283,707 350,348 817,424 283,707
Insurance payable (63,692 ) (212,331 ) 221,658 (63,692 )
Accrued compensation and related benefits (20,825 ) (21,886 ) (34,699 ) (20,825 )

NET CASH USED IN OPERATING ACTIVITIES (809,884 ) (1,006,332 ) (704,254 ) (809,884 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in acquisition - 10,031
Purchase of property and equipment (206,988 ) -
Proceeds from repayment of note receivable 255,000 -
Cash acquired in acquisitions 207,471 -
Cash used for acquisitions - (2,133,146 ) (687,808 ) -

NET CASH USED IN INVESTING ACTIVITIES - (2,123,115 ) (432,325 ) -

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of series E preferred share units - 3,258,000
Net proceeds from sale of series G preferred share units 855,000 - - 855,000
Proceeds from exercise of warrants 245,714 - - 245,714
Proceeds from notes payable 196,700 -
Repayment of notes payable (295,281 ) (37,114 ) (58,273 ) (295,281 )
Net repayments of related party advances - (7,808 )

NET CASH PROVIDED BY FINANCING ACTIVITIES 805,433 3,213,078 138,427 805,433

NET (DECREASE) INCREASE IN CASH (4,451 ) 83,631
NET DECREASE IN CASH (998,152 ) (4,451 )

CASH, beginning of period 6,067,692 579,283 1,470,807 6,067,692

CASH, end of period $ 6,063,241 $ 662,914 $ 472,655 $ 6,063,241

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest $ 7,867 $ 33,415 $ 119,240 $ 7,867
Income taxes $ - $ - $ - $ -

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of debt and accrued interest for common stock $ - $ 170,000
Reclassification of due to related parties to accrued expenses $ - $ 94,000
Deemed dividend related to price protection and beneficial conversion features $ - $ 777,510
Conversion of Series E preferred stock to common stock $ 20 $ - $ - $ 20
Conversion of Series G preferred stock and accrued dividends to common stock $ 20,056 $ -
Accrual of preferred stock dividends $ 109,051 $ - $ 100,410 $ 109,051
Increase in right of use assets and lease liabilities $ 3,958,260 $ -

ACQUISITIONS:
Assets acquired:
Accounts receivable $ - $ 265,175 $ 836,886 $ -
Prepaid expenses - 7,534 18,454 -
Property and equipment - 257,416 1,186,198 -
Right of use assets - 44,388 457,239 -
Other receivable - 622,240
Security deposits - 33,340 7,000 -
Intangible assets 404,374
Total assets acquired - 1,230,093 2,910,151 -
Less: liabilities assumed:
Accounts payable - 132,155 211,303 -
Accrued expenses - 79,138 12,702 -
Accrued compensation and related benefits 152,631 -
Notes payable - 1,491,458 1,595,939 -
Lease liabilities - 44,388 457,239 -
Total liabilities assumed - 1,747,139 2,429,814 -
Increase in intangible assets - non-cash $ - $ 517,046
Net assets acquired $ 480,337 $ -

See accompanying notes to unaudited ~~condensed~~ consolidated financial statements.
6

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, ~~2022~~2023
(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Transportation and Logistics Systems, Inc. (“~~TLSS~~”TLSS” or the “~~Company~~”“Company”)~~, was~~ is a holding company incorporated under the laws of the State of Nevada, on July 25, 2008. ~~The Company operates through its~~Its active wholly-owned operating subsidiaries, Cougar Express, Inc., Freight Connections, Inc., JFK Cartage, Inc. and Severance Trucking Co., Inc. (acquired in 2023, along with Severance Warehousing, Inc. and McGrath Trailer Leasing, Inc., and hereafter referred to as “Severance Trucking”, together provide a full suite of logistics and transportation ~~company~~services, specializing in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile, and long-haul services. Such entities operate several warehouse locations located in New York, New Jersey, Connecticut and Massachusetts. Inactive subsidiaries include: TLSS Acquisition, Inc. (“TLSSA”), Shyp CX, Inc. (“Shyp CX”), Shyp FX, Inc. (“Shyp FX”), TLSS-FC, Inc. (“TLSS-FC”) and TLSS-STI, Inc. (“TLSS-STI”).

On June 18, 2018, ~~(the “~~~~Acquisition Date~~~~”),~~ the Company completed the acquisition of 100% of the issued and outstanding membership interests of Prime EFS, LLC, a New Jersey limited liability company (“Prime ~~EFS~~”EFS”), from its members pursuant to the terms and conditions of a Stock Purchase ~~Agreement entered into among the Company and the Prime EFS members on the Acquisition Date.~~Agreement. Prime EFS was a New Jersey based transportation company that generated substantially all of its revenues from Amazon Logistics, Inc. (“~~Amazon~~”Amazon”) ~~in New York, New Jersey, and Pennsylvania~~ until it ceased operations on September 30, 2020 due to Amazon’s non-renewal of its Delivery Service Partner (DSP) Agreement with Prime EFS, as described below.

On July 24, 2018, the Company formed Shypdirect LLC (“~~Shypdirect~~”Shypdirect”), a company organized under the laws of New Jersey. Shypdirect was a transportation company with a focus on tractor trailer and box truck deliveries of product on the east coast of the United States from one distributor’s warehouse to another warehouse or from a distributor’s warehouse to the post office. Since its inception, Shypdirect generated substantially all of its revenues from Amazon, Inc. As described below, Amazon elected to terminate its Amazon Relay Carrier Terms of Service with Shypdirect. Accordingly, in June 2021, Shypdirect ceased its tractor trailer and box truck delivery services to Amazon, and in July 2021, Shypdirect ceased all operations.

On ~~June~~August 19, ~~2020, Amazon notified~~2021, the Company’s former subsidiaries, Prime EFS and Shypdirect, executed Deeds of Assignment for the Benefit of Creditors in ~~writing~~the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the ““ABC Statute”), assigning all of the Prime EFS ~~Termination Notice~~~~”), that Amazon would not renew its Delivery Service Partner (DSP) Agreement with Prime EFS when that agreement~~and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “~~In-Force Agreement~~”“Assignee”) ~~expired on September 30, 2020~~ and ~~such In-Force Agreement, in fact, expired on September 30, 2020.~~filing for dissolution. (See Note 10).

~~Additionally, on July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate~~Since exiting the Amazon ~~Relay Carrier Terms of Service (the “~~~~Program Agreement~~~~”) between Amazon and Shypdirect effective as of November 14, 2020 (the “~~~~Shypdirect Termination Notice~~”). On August 3, 2020, Amazon offered to withdraw the Shypdirect Termination Notice and extend the term of the Program Agreement to and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS agrees to cooperate in an orderly transition of its Amazon last-mile delivery business, ~~to other service providers, Prime EFS released any and all claims it may have against Amazon, and Prime EFS covenanted not to sue Amazon (the “~~~~Aug. 3 Proposal~~~~”). On August 4, 2020, the Company, Prime EFS and Shypdirect accepted the Aug. 3 Proposal.~~
~~During the three months ended March 31, 2022, four customers accounted for~~ ~~71.7% of the Company’s total net revenues. Approximately~~ ~~77.5% of the Company’s revenue of $1,491,699~~ for the three months ended March 31, 2021 was attributable to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. The termination of Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect. This impact caused Shypdirect to become insolvent and to cease operations.
~~While~~ the Company has ~~commenced replacing its Amazon business with the~~pursued a growth by acquisitions strategy as set forth below ~~the Company~~and as such, continues ~~to: (i) seek new last-mile, mid-mile and long-haul business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify~~to pursue potential acquisition opportunities.

On November 13, 2020, the Company formed a ~~wholly owned~~wholly-owned subsidiary, Shyp FX, Inc., a company incorporated under the laws of the State of New Jersey (“Shyp FX”). On January 15, 2021, through Shyp FX, the Company executed an asset purchase agreement (“APA”) and closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years (“DDTI”), including last-mile delivery services using vans and box ~~trucks (See Note 3).~~trucks. On April 28, 2022, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement” with aan unrelated third ~~party (the “Buyer”),~~party. Pursuant to the Asset Purchase Agreement, Shyp FX sold substantially all its asset and specific ~~liabilities to the Buyer.~~liabilities. The Asset Purchase Agreement ~~is scheduled to close during the third week of May 2022 (See Note 14).~~closed in June 2022.

On November 16, 2020, the Company formed a ~~wholly owned~~wholly-owned subsidiary, ~~TLSS Acquisition, Inc.,~~TLSSA, a company incorporated under the laws of the State of ~~Delaware (“TLSS Acquisition”).~~Delaware. On March 24, 2021, TLSS ~~Acquisition~~ acquired all of the issued and outstanding shares of capital stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the tri-state area (“Cougar Express”). Cougar Express was a family-owned full-service transportation business that has been in operation for more than 30 years providing one-to-four person deliveries and offering white glove services. It utilizes its own fleet of trucks, warehouse/driver/office personnel and on-call subcontractors from its convenient and secure New York JFK airport area location, allowing it to pick-up and deliver throughout the New York tri-state area. Cougar Express serves a diverse base of ~~approximately 50~~ commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the ~~country (See Note 3).~~country.

On February 21, 2021, the Company formed a ~~wholly owned~~wholly-owned subsidiary, Shyp CX, ~~Inc.,~~ a company incorporated under the laws of the State of New ~~York (“Shyp CX”).~~York. Shyp CX does not engage in any revenue-generating operations.

On August ~~16, 2021,~~4, 2022, the Company’s ~~subsidiaries, Prime EFS~~wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing and ~~Shypdirect, executed Deeds~~delivery services in the tri-state area (“JFK Cartage”). Joan Ton, the sole shareholder of ~~Assignment~~JFK Cartage, from whom the shares were acquired, is an unrelated party. The effective date of the acquisition was July 31, 2022. With annual revenues of $3.6 million in 2021 and approximately $2.0 million for the ~~Benefit~~first six months of ~~Creditors~~2022, JFK Cartage operates from a 30,000 square foot warehouse with ten drive-in doors and is strategically located approximately six miles from JFK International Airport. JFK Cartage has been in business since 2008 and has been providing warehousing, cross-dock services, pickup and deliveries, and general trucking, handling airfreight, trade show freight, expedited and hotshot demand work, LTL/cartage as well as FTL, reverse logistics, white glove and residential delivery services to a broad base of over 95 commercial accounts and residential customers. JFK Cartage operates a wide-ranging fleet of specialty vehicles, from its Sprinter vans to full 53-ft. tractor trailers. JFK Cartage, with its assets, fleet and warehouse is believed to be one of the largest leading cartage agents serving the New York Tri-State area (See Note 3).
Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, Inc., a New Jersey-based company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area (“Freight Connections”). Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired. Freight Connections was founded in 2016 and is a privately held transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the ~~State~~area with 200,000 square feet of ~~New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all~~warehouse and cross dock space, strategically located within one mile of ~~the Prime EFS~~each other. Freight Connections offers customers an array of services including truckload, LTL, and ~~Shypdirect assets to Terri Jane Freedman~~consolidating of cartage, construction-trade, air, and rail freight, as ~~Assignee for the Benefit of Creditors (the “Assignee”)~~well as warehousing and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, Prime EFS and Shypdirect, together referred to as the “Assignors”, executed Deeds of Assignment, assigning all of their assets to the Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating judicial proceedings. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute.distribution services (See Note 3).

7

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, ~~2022~~2023
(Unaudited)

~~As a result~~Effective February 3, 2023, the Company’s newly formed wholly-owned subsidiary, TLSS-STI, closed on an acquisition of ~~Prime EFS and Shypdirect’s filing~~all outstanding stock of Severance Trucking, which together, offer LTL trucking services throughout New England, with an effective date as of the ~~executed Deeds~~close of ~~Assignment for~~business on January 31 2023. The sellers of the ~~Benefit~~stock of ~~Creditors on September 7, 2021,~~each entity were Kathryn Boyd, Clyde Severance, and Robert Severance, all individuals (the “Sellers”). None of the ~~Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and~~Sellers are ~~not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021,~~affiliated with the Company ~~relinquished control~~or its affiliates. Severance Trucking is a privately-owned full-service transportation carrier and logistics business that has been in operation for over 100 years specializing in LTL trucking that provides next day service to major cities in New England and New York, with cartage and interline agreements with respected carriers that ensure reliable deliveries anywhere in the United States and Canada. With annual revenues of ~~Prime EFS~~over $13.0 million in 2022, Severance Trucking currently operates with over 120 power units and ~~Shypdirect. Further, on October 13, 2021, Prime EFS~~trailers and ~~Shypdirect filed for dissolution with the Secretary~~has two locations, comprised of ~~State~~approximately 18,000 square feet of ~~New Jersey. Therefore, the Company deconsolidated Prime EFS~~warehouse and ~~Shypdirect effective with the filing~~cross dock space, 9,000 square feet of ~~executed Deeds~~office and 5,750 square feet of ~~Assignment for the Benefit~~repair facilities located in Dracut, Massachusetts and approximately 16,000 square feet of ~~Creditors~~warehouse space in ~~September 2021~~North Haven, Connecticut (See Note ~~10)~~3).
The Company’s results of operations for the three months ended March 31, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey.

Unless the context otherwise requires, TLSS and its ~~wholly owned~~wholly-owned subsidiaries, ~~TLSS Acquisition,~~TLSSA, TLSS-FC, Cougar Express, Shyp FX, ~~and~~ Shyp CX, JFK Cartage, Freight Connections, TLSS-STI, and its deconsolidated subsidiaries, Prime EFS and Shypdirect, whose results of operations for the three months ended March 31, 2021 are included in the results of the Company prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey,Severance Trucking are hereafter referred to as the “Company”. References herein to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION

Basis of presentation and principles of consolidation

The unaudited ~~condensed~~ consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and disclosures necessary for comprehensive presentation of financial position, results of operations or cash flow. However, these unaudited ~~condensed~~ consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these unaudited interim ~~condensed~~ consolidated financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, ~~2021~~2022 and notes thereto included in the Company’s annual report on SEC Form 10-K, filed on March 31, ~~2022.~~2023.

The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year.

On August 16, 2021 the Company’s subsidiaries, Prime EFS and Shypdirect executed Deed of Assignments for the Benefit of Creditors in the State of New Jersey ABC Statute, assigning all of the Prime EFS and Shypdirect assets to the Assignee and filing for dissolution. The Company’s results of operations for three months ended March 31, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey.
~~The unaudited condensed~~ consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, ~~TLSS Acquisition,~~TLSSA, TLSS-FC, Cougar Express, Shyp FX, ~~and~~ Shyp CX, TLSS-STI, JFK Cartage since its acquisition on July 31, 2022, Freight Connection since its acquisition on September 16, 2022, and ~~Prime EFS and Shypdirect through the date of deconsolidation (September 7, 2021).~~Severance Trucking since its acquisition on January 31, 2023. All intercompany accounts and transactions have been eliminated in consolidation. References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.

~~Liquidity~~Going concern

~~The accompanying unaudited condensed~~These consolidated financial statements have been prepared on ~~the~~a going concern basis, ~~of continuity of operations,~~which contemplates the realization of assets and the ~~satisfaction~~settlement of liabilities and commitments in the ~~ordinary~~normal course of business.
~~Historically,~~ As reflected in the accompanying unaudited consolidated financial statements, the Company ~~has primarily funded its operations with proceeds from sales of convertible debt and convertible preferred stock. Since its inception, the Company has incurred recurring losses, including~~had a net loss of $~~2,037,231~~ 1,645,916and $~~2,269,180~~ 2,037,231for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~Until such time that the Company implements its growth through acquisition strategy, it expects to continue to generate operating losses~~The net cash used in ~~the foreseeable future, mostly due to corporate overhead and costs of being a public company.~~
~~During the year ended December 31, 2021, the Company issued an aggregate of~~ ~~343,118~~ ~~shares of its Series E preferred stock for net proceeds of~~operations was $~~3,590,500~~704,254 and ~~issued an aggregate of~~ $~~615,000~~809,884 ~~shares of its Series G preferred stock~~ for ~~net proceeds of $5,479,560. Additionally, during the year ended December 31, 2021, the Company received proceeds of $4,226,383~~ ~~from the exercise of stock warrant. The proceeds were used for the acquisition of Cougar Express and DDTI, the repayment of debt, and for working capital purposes. During~~ the three months ended March 31, 2023 and 2022, respectively. Additionally, the Company ~~received net proceeds~~had an accumulated deficit and working capital deficit of $~~855,000~~129,256,425 ~~from the sale of Series G preferred stock~~ and $~~245,714~~7,748,418 ~~from the exercise of warrants which only further improved~~, respectively, on March 31, 2023. These factors raise substantial doubt about the Company’s ~~financial condition. As such, the Company expects that its cash~~ability to continue as ~~of March 31, 2022 will be sufficient to fund the Company’s operations~~a going concern for ~~at least the next~~a period of twelve months from the issuance date of this report. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of preferred shares, and from the issuance of promissory notes and convertible promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial ~~statements.~~
8
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Risks and uncertainties
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On March 31, 2023, the Company had no cash in bank in excess of FDIC insured levels. On March 12, 2023, Signature Bank, the Company’s financial institution, was closed by its state chartering authority, the New York State Department of Financial Services. On that same date the FDIC was appointed as receiver and transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. At the time of closing, the Company had all of its cash at Signature Bank. The Company did not lose access to its accounts or experience interruptions in banking services, and it suffered no losses with respect to its deposits at Signature Bank as a result of the bank’s closure. Normal banking activities resumed on Monday, March 13, 2023. On March 19, 2023 Signature Bridge Bank N.A. was acquired by New York Community Bancorp Inc., which is the parent of Flagship Bank, N.A. The Company is currently looking at additional banking options to ensure that its exposure is limited or reduced to the FDIC protection limits.

The COVID-19 pandemic and resulting global disruptions have affected the Company’s businesses, as well as those of the Company’s customers and their third-party suppliers and sellers. To serve the Company’s customers while also providing for the safety of the Company’s employees and service providers, the Company has adapted numerous aspects of its logistics and transportation processes. The Company continues to monitor the rapidly evolving situation and expect to continue to adapt its operations to address federal, state, and local standards as well as to implement standards or processes that the Company determines to be in the best interests of its employees, customers, and communities. The impact of the pandemic and actions taken in response to it had some effects on the Company’s results of operations. Effects include increased fulfilment costs and cost of sales, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. The Company continues to be affected by possible procurement and shipping delays, supply chain interruptions, ~~higher product demand in certain categories, product demand in other categories,~~ and increased fulfilment costs and cost of sales as a percentage of net sales and it is not possible to determine the duration and spread of the pandemic or such actions, the ultimate impact on the Company’s results of operations during ~~2022,~~2023, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. The Company plans on diversifying is bank and financial institution deposits to other banks to mitigate such risk.
8
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)

Use of estimates

The preparation of the ~~unaudited condensed~~ consolidated financial statements, in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the ~~unaudited condensed~~ consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates included in the accompanying unaudited ~~condensed~~ consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, ~~the valuation of derivative liabilities, the valuation of beneficial conversion features,~~ and the value of claims against the Company.

Fair value of financial instruments

The Financial Accounting Standards Board (“~~FASB~~”FASB”) issued ASC 820 — Fair Value Measurements and Disclosures,, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, ~~2022.~~2023. Accordingly, the estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The Company measures certain financial instruments at fair value on a recurring basis. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company had no assets and liabilities measured at fair value on a recurring basis.

~~A roll-forward of the level 3 valuation financial instruments is as follows:~~
~~SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS~~
For the
Three Months ended
March 31, 2022 For the
Three Months ended
March 31, 2021
Balance at beginning of period $ - $ 4,181,187
Change in fair value included in derivative gain expense - 694,983
Balance at end of period $ - $ 4,876,170
The Company accounted for its derivative financial instruments, which consisted of certain conversion options embedded in convertible instruments and warrants, at fair value using level 3 inputs. The Company determined the fair value of these derivative liabilities using the binomial lattice models, or other accepted valuation practices. When determining the fair value of its financial assets and liabilities using these methods, the Company is required to use various estimates and unobservable inputs, including, among other things, expected terms of the instruments, expected volatility of its stock price, expected dividends, and the risk-free interest rate. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the instrument. Increases in expected term, anticipated volatility and expected dividends generally result in increases in fair value, while decreases in the unobservable inputs generally result in decreases in fair value.
9
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~
ASC 825-10 “~~Financial Instruments~~”“Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

The carrying amounts reported in the ~~unaudited condensed~~ consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, insurance payable, and other payables approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk.

Business acquisitions
The Company accounted for business acquisitions using the acquisition method of accounting where the assets acquired and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in the Company’s consolidated financial statements as of the date of the acquisition.
Cash and cash equivalents

For purposes of the ~~unaudited condensed~~ consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On March 31, ~~2022 and December 31, 2021,~~2023, the Company did not have any cash equivalents.
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On March 31, 2022, cash in bank in excess of FDIC insured levels amounted to approximately $~~5,848,000. The Company has not experienced any losses in such accounts through March 31, 2022.~~

Accounts receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual ~~balances.~~balances along with general reserves for current accounts receivable that are projected to become uncollectable. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.

9
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
Property and equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of ~~five~~one to ~~six~~twenty years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. In addition to purchasing new revenue equipment, the Company may rebuild the engines of its tractors. Because rebuilding an engine increases its useful life, the Company capitalizes these costs and depreciates the cost over the remaining useful life of the unit. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

~~Intangible~~Goodwill and other intangible assets

Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges.

The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods.
Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually, or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value. Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of goodwill is less than its carrying value. The Company would not be required to quantitatively determine the fair value of goodwill unless it determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. Future cash flows of the individual indefinite-lived intangible assets are used to measure their fair value after consideration of certain assumptions, such as forecasted growth rates and cost of capital, which are derived from internal projection and operating plans. The Company performs its annual testing for goodwill during the fourth quarter of each fiscal year or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value.
Other intangibles, net consists of covenants not to compete and customer relationships. All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The Company periodically evaluates both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable.
See Note 6 for additional information regarding intangible assets and goodwill.
Leases

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.

Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations.

Impairment of long-lived assets

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

10
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~
~~Deconsolidation of subsidiaries~~
The Company accounts for a gain or loss on deconsolidation of a subsidiary or derecognition of a group of assets in accordance with ASC 810-10-40-5. The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets.
Segment reporting

The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company believes that it operates in 1one operating segment related to its full suite of logistics and transportation services, specializing in last mile deliveries, ~~for on-line retailers in New York, New Jersey, Pennsylvania~~two-person home and ~~other areas,~~commercial deliveries, mid-mile, and tractor trailer and box truck deliveries of product on the east coast of the United States from one distributor’s warehouse to another warehouse or from a distributor’s warehouse to the post office.long-haul services.
10

~~Derivative financial instruments~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
The Company had certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluated all of its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10-05-4, ~~Derivatives and Hedging~~ ~~and 815-40,~~ ~~Contracts in Entity’s Own Equity~~. This accounting treatment requires that the carrying amount of any embedded derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.MARCH 31, 2023
(Unaudited)
~~In July 2017, FASB issued ASU No. 2017-11,~~ ~~Earnings Per Share~~ ~~(Topic 260);~~ ~~Distinguishing Liabilities from Equity~~ ~~(Topic 480);~~ ~~Derivatives and Hedging~~ ~~(Topic 815): (Part I)~~ ~~Accounting for Certain Financial Instruments with Down Round Features~~. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, for purposes of determining liability or equity classification.
Revenue recognition and cost of revenue

The Company adopted ~~ASC~~Accounting Standards Codification (ASC) 606, Revenue from Contracts with ~~Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition.~~Customers. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments.

The Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net ~~seven~~30 days from acceptance of delivery. The Company does not incur incremental costs obtaining service orders from its customers, however, if the Company did, because all of the Company’s customer contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that the Company recognizes arises from deliveries of ~~packages~~freight on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of ~~packages~~freight that the Company makes under the service agreements. Control of the ~~package~~freight transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue.

~~Management~~The Company covers a 100-mile radius around each of its terminals and each individual shipment accepted by the Company is considered a separate contract with the performance obligation being the delivery of the freight. Our average length of haul for each load of freight generally equals less than one week of continuous transit time.
The Company’s revenues are primarily derived from the transportation services we provide through the delivery of goods over the duration of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability is probable this document serves as the contract as our basis to recognized revenue under ASC 606- Revenue Recognition. The Company has ~~reviewed~~elected to expense initial direct costs as incurred because the average shipment cycle is less than five days. The Company recognizes revenue ~~disaggregation disclosure requirements pursuant~~and substantially all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. The Company directs the use of the transportation service provided and remains responsible for the complete and proper shipment. The Company recognizes revenue for its performance obligations under its customer contracts over time, as its customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition.
Inherent within the Company’s revenue recognition practices are estimates for revenue associated with shipments in transit. For shipments in transit, the Company records revenue based on the percentage of service completed as of the period end and recognizes delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to ~~ASC 606~~standard transit days. The estimated portion of revenue for all shipments in transit is accumulated at period end and ~~determined that no further disaggregation disclosure~~recognized as operating revenue. The significance of in transit shipments to the consolidated financial statements is ~~required~~limited due to ~~be presented.~~the short duration, generally less than five days, of the average shipment cycle. On March 31, 2023 and 2022, any reductions to operating revenue and accounts receivable to reflect in transit shipments were insignificant.
Revenue generated from warehousing services is generally recognized as the service is performed, based upon a monthly or weekly rate.

Stock-based compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – ~~“Compensation~~“Compensation – Stock ~~Compensation~~”Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based ~~Payment~~.
11
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~Payment.

Basic and diluted loss per share

Pursuant to ASC 260-10-45, basic ~~income (loss)~~loss per common share is computed by dividing net ~~income (loss)~~loss attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted ~~income (loss)~~loss per share is computed by dividing net ~~income (loss)~~loss attributable to common shareholders by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method) and shares issuable for ~~convertible debt~~Series E, G and ~~Series B, E and G~~H preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future.
Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the three months ended March 31, ~~2022~~2023 and ~~2021~~2022 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following:
SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING

March 31, 2023 March 31, 2022
Stock warrants 1,258,008,109 1,280,150,966
Stock options 80,000 80,000
Series B convertible preferred stock - 700,000
Series E convertible preferred stock 28,571,600 42,231,772
Series G convertible preferred stock 546,000,000 710,000,000
Series H convertible preferred stock 323,740,000 -
Antidilutive securities excluded from computation of earnings per share 2,156,399,709 2,033,162,738

March 31, 2022 March 31, 2021
Stock warrants 1,280,150,966 716,906,678
Stock options 80,000 80,000
Convertible debt - 148,793,952
Series B convertible preferred stock 700,000 700,000
Series E convertible preferred stock 42,231,772 555,436,300
Series G convertible preferred stock 710,000,000 -
Antidilutive securities excluded from computation of earnings per share 2,033,162,738 1,421,916,930
11
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the ~~unaudited condensed~~ consolidated financial statements.

In ~~May 2021,~~June 2016, the FASB issued ASU ~~2021-04,~~No. 2016-13, ~~Earnings Per Share~~Financial Instruments—Credit Losses (Topic ~~260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)~~326): ~~Issuer’s Accounting~~Measurement of Credit Losses on Financial Instruments, which significantly changes how entities will measure credit losses for ~~Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of~~most financial assets, including accounts receivable. ASU No. 2016-13 will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. On November 15, 2019, the FASB ~~Emerging Issues Task Force)~~delayed the effective date of Topic 326 for certain small public companies and other private companies until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition, as well as private companies and not-for-profit entities. The adoption of this new guidance did not have a material impact on the Company’s unaudited consolidated financial statements.
In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The guidance was issued as improvements to ASU ~~clarifies and reduces diversity in~~No. 2016-13 described above. The vintage disclosure changes require an ~~issuer’s accounting~~entity to disclose current-period gross write-offs by year of origination for ~~modifications or exchanges of freestanding equity-classified written call options, warrants for instance, that remain equity classified after modification or exchange.~~financing receivables. The ASU provides guidance that will clarify whether an issuer should account for a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as (1) an adjustment to equity and, if so, the related earnings per share effects, if any, or (2) an expense and, if so, the manner and pattern of recognition. The new guidance is effective for ~~annual and interim periods~~financial statements issued for fiscal years beginning after December 15, ~~2021,~~2022, and ~~early~~interim periods within those fiscal years. The amendments should be applied prospectively. Early adoption of the amendments is permitted, including adoption in an interim period. The adoption of ~~ASU 2021-04 does~~this new guidance did not have a material impact on the Company’s unaudited ~~condensed~~ consolidated financial statements.

There are currently no other accounting standards that have been issued but not yet adopted that we believe will have a significant impact on our ~~unaudited condensed~~ consolidated financial position, results of operations or cash flows upon adoption.

NOTE 3 – ACQUISITIONS AND DISPOSITION

OnAcquisitions
2023
Effective February 3, 2023, the Company’s newly formed wholly-owned subsidiary, TLSS-STI, closed on an acquisition of all outstanding stock of Severance Trucking, which together, offer LTL trucking services throughout New England, with an effective date as of the close of business on January ~~15, 2021, through Shyp FX,~~31, 2023. The sellers of the stock of each entity were Kathryn Boyd, Clyde Severance, and Robert Severance, all individuals (the “Sellers”). None of the Sellers are affiliated with the Company ~~executed an asset purchase agreement (“APA”)~~or its affiliates.
Prior to the acquisition, Severance Trucking was a privately-owned full-service transportation carrier and ~~closed a transaction to acquire substantially all of the assets and certain liabilities of Double D Trucking, Inc., a northern New Jersey-based~~ logistics ~~provider~~business that had been in operation for over 100 years specializing in ~~servicing Federal Express~~LTL trucking that provided next day service to major cities in New England and New York, with cartage and interline agreements with respected carriers that ensure reliable deliveries anywhere in the United States and Canada. With annual revenues of over ~~the past 25 years (“DDTI”), including last-mile delivery services using vans~~$13.0 million in 2022, Severance Trucking currently operates with over 120 power units and ~~box trucks.~~ trailers and has two locations, comprised of approximately 18,000 square feet of warehouse and cross dock space, 9,000 square feet of office and 5,750 square feet of repair facilities located in Dracut, Massachusetts and approximately 16,000 square feet of warehouse space in North Haven, Connecticut.
The total purchase price was $~~100,000~~2,250,000 plus closing expenses of $10,747. TLSS-STI: (i) paid $687,808 in cash, and (ii) entered into a $1,572,939 secured promissory note with the Seller, with interest accruing at the rate of $~~400,000~~12.% per annum. The entire unpaid principal ~~assets involved~~under the note, shall be due and payable in ~~the acquisition were vehicles for cargo transport, system equipment for vehicle tracking~~three equal payments on August 1, 2023, February 1, 2024, and ~~navigation of vehicles, and delivery route rights~~August 1, 2024, respectively, together with ~~assumption~~all accrued and unpaid interest thereunder, unless paid sooner. The promissory note is secured solely by the assets of ~~associated customer relationships.~~Severance Trucking and a corporate guaranty from TLSS. The ~~acquisition~~purchase price is subject to a post-closing adjustment, up or down, determined by the amount by which Severance Trucking working capital as of ~~DDTI made~~ the ~~Company an approved contracted service provider~~close of ~~FedEx,~~business on January 31, 2023, exceeds or falls short of the target working capital, as of September 30, 2022, on which the ~~Company believes fits in well with its current geographic coverage area and may lead to additional expansion opportunities within~~purchase price was calculated, which has not been calculated as of the ~~FedEx network.~~date of this report.

~~On March 24, 2021, TLSS Acquisition acquired all issued~~One of the Sellers also entered into a consulting agreement, including non-competition and outstanding shares of capital stock of Cougar Express, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the New York tri-state area (“Cougar Express”). The purchase price was $~~2,000,000~~ ~~of cash plus cash for~~non-solicitation provisions, to continue with Severance Trucking after the acquisition for a period of ~~security deposits, a cash payment equal to 50% of the difference between cash~~no less than three (3) months and ~~accounts receivable acquired and accounts payable assumed, less the assumption of truck loans and leases, and a promissory note of $350,000~~. The previous owner of Cougar Express is barred from competing with the Cougar Express business for five years. Cougar Express was a family-owned full-service transportation business that has been in operation forno more than 30 years providing one-to-four person deliveries and offering white glove services. It utilizes its own fleet of trucks, warehouse/driver/office personnel and on-call subcontractors from its convenient and secure New York JFK airport area location, allowing it to pick-up and deliver throughout the New York tri-state area. Cougar Express serves a diverse base of approximately 50 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country. The Company believes that the acquisition of Cougar Express fits its current business plan, given Cougar Express’s demographic location, services offered, and diversified customer base, and given that it would provide the Company with a long-standing, well-run profitable operation as a step to begin replacing the revenue it lost as a result of Amazon terminating its delivery service provider business. Furthermore, the Company believes that, because Cougar Express is strategically based in New York and serves the tri-state area, organic growth opportunities will be available for expanding its footprint into the Company’s primary base of operations in New Jersey, as well as efficiencies that could be derived by leveraging Shypdirect’s operational capabilities.one (1) year.

12

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, ~~2022~~2023
(Unaudited)

The assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations, with the corresponding offset to intangible assets. After the purchase price measurement period, the Company may record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. ~~During the three months ended September 30, 2021, the Company increased the customer relations intangible asset acquired and accrued expenses by $7,057~~ ~~to reflect additional funds due to the owner of Cougar Express.~~
Based upon the preliminary purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the ~~respective~~ acquisition:
SCHEDULE OF ~~ESTIMATED~~ FAIR VALUE OF ~~THE~~ ASSETS ACQUIRED AND LIABILITIES ASSUMED
Severance Trucking
Assets acquired:
Cash $ 207,471
Accounts receivable 836,886
Prepaid expenses and other assets 25,454
Property and equipment, net 1,186,198
Financing lease right of use assets 457,239
Intangible assets 404,374
Total assets acquired at fair value 3,117,622
Liabilities assumed:
Notes payable 23,000
Accounts payable and accrued expenses 376,636
Lease liabilities 457,239
Total liabilities assumed 856,875
Net assets acquired $ 2,260,747
Purchase consideration paid:
Cash paid $ 687,808
Promissory note 1,572,939
Total purchase consideration paid $ 2,260,747

DDTI Cougar Express Total
Assets acquired:
Cash $ - $ 10,031 $ 10,031
Accounts receivable - 265,175 265,175
Other assets - 40,874 40,874
Transportation vehicles 209,585 - 209,585
Equipment 20,000 27,831 47,831
Right of use assets 44,388 - 44,388
Other receivable - 622,240 622,240
Non-compete agreement - 150,000 150,000
Customer relations 373,449 2,123,768 2,497,217
Total assets acquired at fair value 647,422 3,239,919 3,887,341
Liabilities assumed:
Notes payable (103,034 ) (16,184 ) (119,218 )
PPP loan payable - (622,240 ) (622,240 )
Accounts payable - (132,155 ) (132,155 )
Accrued expenses - (40,059 ) (40,059 )
Lease liabilities (44,388 ) - (44,388 )
Total liabilities assumed (147,422 ) (810,638 ) (958,060 )
Net asset acquired $ 500,000 $ 2,429,281 $ 2,929,281
Purchase consideration paid:
Cash paid $ 100,000 $ 2,033,146 $ 2,133,146
Acquisition payable - 46,135 46,135
Promissory notes 400,000 350,000 750,000
Total purchase consideration paid $ 500,000 $ 2,429,281 $ 2,929,281
2022
On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area. Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “JFK Cartage Seller”). The effective date of the acquisition was July 31, 2022. JFK Cartage operates from a 30,000 square foot warehouse with ten drive-in doors and is strategically located approximately six miles from JFK International Airport. JFK Cartage has been in business since 2008 and has been providing warehousing, cross-dock services, pickup and deliveries, and general trucking, handling airfreight, trade show freight, expedited and hotshot demand work, LTL/cartage as well as FTL, reverse logistics, white glove and residential delivery services to a broad base of over 95 commercial accounts and residential customers. JFK Cartage operates a wide-ranging fleet of specialty vehicles, from its Sprinter vans to full 53-ft. tractor trailers. JFK Cartage, with its assets, fleet and warehouse is believed to be one of the largest leading cartage agents serving the New York Tri-State area. Pursuant to the Stock Purchase and Sale Agreement with Cougar Express and JFK Cartage dated May 24, 2022, the purchase price was $1,700,000, subject to certain adjustments. The Company: (i) paid $405,712 in cash at closing; and (ii) JFK Cartage entered into a $696,935 promissory note with the JFK Cartage Seller, $98,448 of which is payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022, with the remaining balance of $598,487, payable in three annual installments of $199,496, with interest at 5.0% percent per annum on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. Additionally, Cougar Express agreed to pay the $503,065 Small Business Administration (“SBA”) loan that existed on the books of JFK Cartage, which was paid in August 2022; and (iv) agreed to pay certain accrued liabilities and other notes payable that exists on the books of JFK Cartage. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $1,102,647, which includes cash of $405,712 plus the $696,935 promissory note that is in the name of JFK Cartage. The purchase consideration amount did not include the SBA loan of $503,065, and accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation.
Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, a company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area. Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired (the “Freight Connections Seller”). Freight Connections was founded in 2016 and is a transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the area with 200,000 square feet of warehouse and cross dock space, strategically located within one mile of each other. Freight Connections offers customers an array of services including truckload, LTL, and consolidating of cartage, construction-trade, air, and rail freight, as well as warehousing and distribution services. Prior to the closing, the Company, TLSSA and Freight Connections Seller entered into an amendment to their Stock Purchase and Sale Agreement, dated as of May 23, 2022 (the “Amended SPA”), and TLSSA assigned its interest in the Amended SPA to TLSS-FC. Pursuant to the Amended SPA, the total purchase price was $9,365,000, subject to certain adjustment. TLSS-FC: (i) paid $1,525,000 in cash at closing, (ii) Freight Connections entered into a $4,544,671 secured promissory note with the Freight Connections Seller, with interest accruing at the rate of 5% per annum and then 10% per annum as of March 1, 2023 (The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections), and (iii) assumed certain debt. The Company issued to the Freight Connections Seller 178,911,844 shares of the Company’s common stock and 32,374 shares of the Company’s Series H preferred stock which is convertible into an aggregate of 323,740,000 shares of the Company’s common stock based on a conversion of 10,000 shares of common stock for each share of Series H preferred stock outstanding. The common stock and the as if converted number of Series H preferred stock were valued at $0.0059 per share based on the quoted closing price of the Company’s common stock on the measurement date, for an aggregate fair value of $2,965,646. The number of shares was calculated as follows: (a) shares of common stock of the Company equal to no more than 4.99% of the number of shares of common stock outstanding immediately after such issuance, and (b) the balance of the shares in Series H Convertible Preferred Stock, a new series of non-voting, convertible preferred stock issuable to sellers in connection with acquisitions or strategic transactions approved by a majority of the directors of the Company. TLSS-FC agreed to pay certain accrued liabilities and other notes payable that existed on the books of Freight Connections and agreed to pay the $4,544,671 secured promissory note which was assumed by Freight Connections. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $9,035,317 which includes (i) cash paid of $1,525,000, (ii) the aggregate fair value of common shares and Series H preferred shares issued to Freight Connections Seller of $2,965,646, and (iii) the $4,544,671 secured promissory note in the name of Freight Connections. The purchase consideration amount does not include accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation.
13
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)

The Freight Connections Seller also entered into an employment agreement, including non-competition provisions, to continue with Freight Connections after the acquisition.
The assets acquired and liabilities assumed were recorded at their estimated fair values on the respective acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company ~~shall~~may record ~~acquisition~~adjustments to the assets acquired and ~~transaction related~~liabilities assumed based on completion of valuations, with the corresponding offset to intangible assets. After the purchase price measurement period, the Company may record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which ~~they are incurred. During~~the adjustments may have been determined. Based upon the adjusted purchase price allocations, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the respective 2022 acquisition:
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
JFK Cartage Freight Connections Total
Assets acquired:
Cash $ 29,280 $ 167,247 $ 196,527
Accounts receivable, net 280,815 1,909,892 2,190,707
Other assets 206,591 428,666 635,257
Property and equipment 44,839 1,296,974 1,341,813
Right of use assets 1,172,972 7,911,622 9,084,594
Other intangible assets 752,025 4,892,931 5,644,956
Goodwill 502,642 1,603,237 2,105,879
Total assets acquired at fair value 2,989,164 18,210,569 21,199,733
Liabilities assumed:
Notes payable (515,096 ) (598,886 ) (1,113,982 )
Accounts payable (10,559 ) (422,902 ) (433,461 )
Accrued expenses (187,890 ) (241,842 ) (429,732 )
Lease liabilities (1,172,972 ) (7,911,622 ) (9,084,594 )
Total liabilities assumed (1,886,517 ) (9,175,252 ) (11,061,769 )
Net asset acquired $ 1,102,647 $ 9,035,317 $ 10,137,964
Purchase consideration paid:
Cash paid $ 405,712 $ 1,525,000 $ 1,930,712
Notes payable 696,935 4,544,671 5,241,606
Common shares and Series H preferred shares issued - 2,965,646 2,965,646
Total purchase consideration paid $ 1,102,647 $ 9,035,317 $ 10,137,964
The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of JFK Cartage, Freight Connections and Severance Trucking had occurred as of the beginning of the following periods:
SCHEDULE OF UNAUDITED PRO FORMA CONSOLIDATION
For the Three Months Ended
March 31, 2023 For the Three Months Ended
March 31, 2022
Net Revenues $ 6,356,956 $ 7,879,665
Net Loss $ (1,971,233 ) $ (1,642,570 )
Net Loss Attributable to Common Shareholders $ (2,071,633 ) $ (2,146,282 )
Net Loss per Share $ (0.00 ) $ (0.00 )
Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results.
Disposition
Sale of Shyp FX assets
On June 21, 2022, the Company sold substantially all of the assets of Shyp FX in an all-cash transaction. The purchaser was Farhoud Logistics Inc., a New Jersey corporation, an unrelated party. Under the terms of the sale, The Company sold the assets of Shyp FX consisting of transportation equipment and other equipment and the business of Shyp FX for $825,000. The Company received net proceeds of $748,500 which is net of a broker commission of $75,000 and other expenses of $4,214. $25,000 was being held in escrow, pending bulk sale tax clearance from the State of New Jersey and to cover the estimated cost of a vehicle repair. The Company received the escrowed funds during the fourth quarter of 2022. In connection with the sale of these assets, for the year ended December 31, 2022, the Company recorded a gain on the sale of $293,975. A loss on the sale of $720 was recorded during the three months ended March 31, ~~2022 and 2021, acquisition and transaction related expenses primarily consisted of legal fees of approximately $~~0 ~~and $8,200~~, respectively. Additionally, the Company paid expenses and fees relating to the sale of Series E preferred stock in which a portion of the proceeds were used to pay the cash portion of the consideration (see Note 9).2023.

14
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
NOTE 4 – ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE
Accounts receivable

On March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, accounts receivable, net consisted of the following:
SCHEDULE OF ACCOUNTS RECEIVABLE
March 31, 2023 December 31, 2022
Accounts receivable $ 3,959,109 $ 2,523,778
Allowance for doubtful accounts (597,259 ) (464,452 )
Accounts receivable, net $ 3,361,850 $ 2,059,326

March 31, 2022 December 31, 2021
Accounts receivable $ 461,575 $ 481,734
Allowance for doubtful accounts - -
Accounts receivable, net $ 461,575 $ 481,734
During the three months ended March 31, 2023 and 2022, the Company recorded bad debt expense (recovery) of $(23,273)and $0, respectively, which is included in general and administrative expenses on the accompanying unaudited consolidated statements of operations.
Note receivable
On October 31, 2022, the Company entered into a promissory note receivable with Recommerce Group, Inc (“Recommerce”), a third party, in the amount of $283,333. In connection with the note receivable, the Company disbursed $255,000 to Recommerce, which is net of an original issue discount of $28,333. The promissory note bears interest at the rate of 6% per annum and matured on December 31, 2022 (the “Maturity Date”). On December 31, 2022, the note receivable amounted to $283,333 and accrued interest receivable amounted to $2,833, which is included in prepaid expenses and other current assets on the accompanying unaudited consolidated balance sheet. During the year ended December 31, 2022, in connection with this note receivable, the Company recorded interest income of $31,166. In January 2023, Recommerce repaid this note receivable plus all interest due.

NOTE 5 - PROPERTY AND EQUIPMENT

On March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, property and equipment consisted of the following:
SCHEDULE OF PROPERTY AND EQUIPMENT
Useful Life March 31, 2022 December 31, 2021 Useful Life March 31, 2023 December 31, 2022
Delivery trucks and vehicles 3 - 5 years $ 747,889 $ 747,889
Equipment 1 - 5 years 51,301 51,301
Revenue equipment 3 - 20 years $ 2,552,365 $ 1,316,518
Machinery and equipment 1 - 10 years 546,533 440,863
Office equipment and furniture 1 - 3 years 116,460 106,172
Leasehold improvements 1 - 3 years 63,710 22,329
Subtotal 799,190 799,190 3,279,068 1,885,882
Less: accumulated depreciation (268,318 ) (221,985 ) (391,455 ) (278,670 )
Property and equipment, net $ 530,872 $ 577,205 $ 2,887,613 $ 1,607,212
On June 21, 2022, in connection with the sale of net assets of Shyp FX, the Company sold delivery trucks and equipment with a net book value of $257,306 (See Note 3).
For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, depreciation expense amounted to $112,785 and $46,333, respectively, and is included in general and administrative ~~expenses~~expenses.
NOTE 6 – INTANGIBLE ASSETS AND GOODWILL
As a result of the acquisition of Severance Trucking, during the three months ended March 31, 2023, there was a $404,374 increase in the gross intangible assets made up of $404,374 of finite lived intangible assets (See Note 3). The increase in gross finite lived intangible assets is associated with customer relationships that have finite lives.
As a result of the acquisitions of JFK Cartage and Freight Connections, during the year ended December 31, 2022, there was a $7,750,835 increase in the gross intangible assets made up of $1,753,237 of finite lived intangible assets and $5,997,598 of goodwill (See Note 3). The increase in gross finite lived intangible assets is associated with customer relationships and covenants not to compete and have finite lives.
On March 31, 2023, intangible assets subject to amortization consisted of the following:
SCHEDULE OF INTANGIBLE ASSETS
Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets
2023
Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets
Customer relationships 3-5 $ 3,768,818 $ 377,960 $ 3,390,858
Covenants not to compete 3-5 1,503,487 162,878 1,340,609
Other intangible assets 1 25,000 13,542 11,458
Intangible assets net $ 5,297,305 $ 554,380 $ 4,742,925
15
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
On December 31, 2022, intangible assets subject to amortization consisted of the following:
Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets
2022
Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets
Customer relationships 3-5 $ 3,364,444 $ 196,259 $ 3,168,185
Covenants not to compete 3-5 1,503,487 87,703 1,415,784
Other intangible assets 1 25,000 7,292 17,708
Intangible assets net $ 4,892,931 $ 291,254 $ 4,601,677
On March 31, 2023 and December 31, 2022, goodwill consisted of the following:
SCHEDULE OF GOODWILL
Useful life March 31, 2023 December 31, 2022
Goodwill (1) - $ 2,105,879 $ 2,105,879
Goodwill Total $ 2,105,879 $ 2,105,879
(1) $502,642 of goodwill is related to a subsidiary that has negative equity as of March 31, 2023 and December 31, 2022.
For the three months ended March 31, 2023 and 2022, amortization of intangible assets amounted to $~~46,333~~263,126 and $~~50,381~~144,810, respectively.
Amortization of intangible assets attributable to future periods is as follows:
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS
Year ending March 31: Amount
2024 $ 1,065,919
2025 1,054,461
2026 1,054,461
2027 1,054,461
2028 513,623
Total $ 4,742,925
NOTE 7 – NOTES PAYABLE
Promissory notes
On July 31, 2022, in connection with the acquisition of JFK Cartage, JFK Cartage issued a promissory note in the amount of $696,935. Principal amount of $98,448 is payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022. This amount was paid prior to December 31, 2022. The remaining balance of $598,487 is payable in three annual installments of $199,496, with interest at 5% per annum, payable on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. On March 31, 2023 and December 31, 2022, the principal amount related to this note was $598,487.
In connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed an SBA loan that existed on the books of JFK Cartage in the amount of $500,000 and the related accrued interest. The Company repaid this SBA loan and all accrued interest in August 2022.
On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connections issued a promissory note in the amount of $4,544,671 to the Freight Connections Seller. The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections. On March 31, 2023 and December 31, 2022, the principal amount related to this note was $4,544,671.
On January 31, 2023, in connection with the acquisition of Severance Trucking, Severance Trucking issued a promissory note in the amount of $1,572,939 to the Severance Trucking Sellers. The secured promissory accrues interest at the rate of 12% per annum. The entire unpaid principal under the note, shall be due and payable in three equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest thereunder, unless paid sooner. The promissory note is secured solely by the assets of Severance Trucking and a corporate guaranty from TLSS. On March 31, 2023, the principal amount related to this note was $1,572,939.
In connection with the acquisition of Freight Connections, on September 16, 2022, the Company assumed a merchant loan with Paypal in the amount of $15,612. This merchant was repaid and on December 31, 2022, the merchant loan amount due to Paypal was $0.
Equipment and auto notes payable
In connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed several equipment notes payable due to entities amounting to $15,096. On March 31, 2023 and December 31, 2022, equipment notes payable to these entities amounted to $7,093 and $9,605, respectively.
On July 7, 2022, Cougar Express entered into a promissory note for the purchase of a truck in the amount of $46,416. The note is due in sixty monthly installments of $1,019 which began in August 2022. The note was secured by the truck. On March 31, 2023 and December 31, 2022, the equipment note payable to this entity amounted to $40,614 and $42,424, respectively.

1316

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, ~~2022~~2023
(Unaudited)

~~NOTE 6 –~~ In connection with the acquisition of Freight Connections, on September 16, 2022, the Company assumed several equipment notes payable due to entities amounting to $~~INTANGIBLE ASSETS~~583,274
. On March 31, ~~2022~~2023 and December 31, ~~2021, intangible asset consisted of the following:~~
~~SCHEDULE OF INTANGIBLE ASSETS~~
Useful life March 31, 2022 December 31, 2021
Customer relations 3 - 5 years $ 2,497,217 2,497,217
Non-compete agreement 5 years 150,000 150,000
Intangible assets gross 2,647,217 2,647,217
Less: accumulated amortization (614,645 ) (469,835 )
Intangible assets net $ 2,032,572 $ 2,177,382
~~For the three months ended March 31,~~ 2022, ~~and 2021, amortization of intangible assets~~equipment notes payable to these entities amounted to $~~144,810~~489,207 and $~~35,379~~533,669, respectively.

~~Amortization of intangible assets attributable to future periods is as follows:~~
~~SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS~~
Year ending March 31: Amount
2023 $ 579,236
2024 553,303
2025 454,754
2026 445,279
Total $ 2,032,572
~~NOTE 7 –~~ ~~CONVERTIBLE PROMISSORY NOTES PAYABLE~~
~~Q1/Q2 2020 convertible debt and related warrants~~
~~During the year ended December 31, 2020, the Company issued and sold to certain investors convertible promissory notes in the aggregate principal amount of $2,068,000~~ ~~(the “~~~~Q1/Q2 2020 Notes~~~~”) and warrants to purchase up to~~ ~~827,200~~ ~~shares of the Company’s common stock (the “~~~~Q1/Q2 2020 Warrants~~~~”). The Company received net proceeds of $1,880,000, which is net of a~~ 10~~% original issue discounts of $188,000~~. The Q1/Q2 2020 Notes initially bore interest at 6% per annum and become due and payable on the date that is the 24-month anniversary of the original issue date of the respective Q1/Q2 2020 Note. During the existence of an Event of Default (as defined in the Q1/Q2 2020 Notes), which included, amongst other events, any default in the payment of principal and interest payments (including Q1/Q2 2020 Note Amortization Payments) under any Q1/Q2 2020 Note or any other Indebtedness (as defined in the Q1/Q2 2020 Notes), interest accrued at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law.
From the original issue date of a Q1/Q2 2020 Note until such Q1/Q2 2020 Note was no longer outstanding, such Q1/Q2 2020 Note was convertible, in whole or in part, at any time, and from time to time, into shares of Common Stock at the option of the holder. The “Conversion Price” in effect on any Conversion Date (as defined in the Q1/Q2 2020 Notes) means, as of any date of determination, $0.40 per share, subject to adjustment as provided therein and summarized below. If an Event of Default (as defined in the Q1/Q2 2020 Notes) has occurred, regardless of whether it has been cured or remains ongoing, the Q1/Q2 2020 Notes were convertible at the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the Q1/Q2 2020 Notes) during the 20 consecutive Trading Day (as defined in the Q1/Q2 2020 Notes) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations were to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the number of shares of Common Stock outstanding.
The Q1/Q2 2020 Warrants are exercisable at any time on or after the date of the issuance and entitle the investors to purchase shares of the Company’s common stock for a period of five years from the initial date the Q1/Q2 2020 Warrants become exercisable. Under the terms of the Q1/Q2 2020 Warrants, the investors are entitled to exercise the Q1/Q2 2020 Warrants to purchase up to ~~827,200~~ ~~shares of the Company’s common stock at an initial exercise price of $0.40, subject to adjustment as detailed in the respective Q1/Q2 2020 Warrants.~~
Due to the default of amortization payments due on our August 2019 Notes and other notes, in 2020, the Q1/Q2 2020 Notes were deemed in default. Accordingly, in 2020, the outstanding principal balance on date of default increased by 30~~% which amounted to approximately $620,400, default interest accrues at~~ 18%, and the default conversion terms applied. In the third fiscal quarter of 2020, the great majority of principal amount of Q1/Q2 2020 Notes was exchanged for Common Stock at the conversion price that applied if an Event of Default occurred. It is the Company’s position (and it was the Company’s intent at issuance) that, to the extent the Q1/Q2 2020 Notes were converted for Common Stock at the advantageous conversion price applicable to post-Events of Default, the Q1/Q2 Notes are not also entitled to receive the Mandatory Default Payment (as defined in the Q1/Q2 2020 Notes) of 130% of principal amount. During 2020, since a note holder could conceivably disagree with the Company’s position in this regard, the Company has decided, out of an abundance of caution and despite its confidence that its construction of the Q1/Q2 2020 Notes is the only correct one, to accrue a reserve as if a note holder were entitled both to convert its Q1/Q2 Notes at the advantageous conversion price applicable to post-Events of Default ~~and~~ ~~to receive the Mandatory Default Payment of 130% on the entire original principal amount of Q1/Q2 2020 Notes.~~
14
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31,~~On September 22, 2022,
During the three months ended June 30, 2021, the Company and each investor entered into a letter agreement whereby the investor waived its right to any Mandatory Default Payment. Accordingly, during the year ended December 31, 2021, the Company reversed the accrued Mandatory Penalty amount due of $~~620,400~~ ~~and principal amounts due of $44,000~~ ~~and recorded a gain on debt extinguishment of $664,400. Additionally, during the year ended December 31, 2021, the Company issued~~ ~~28,358,841~~ ~~shares of its common stock upon the conversion of all remaining principal and interest balances due aggregating $277,916. Hence, as of March 31, 2022 and December 31, 2021, convertible notes payable and default interest due related to the Q1/Q2 2020 Notes amounted to $~~0.
~~April 20, 2020 convertible debt~~
~~On April 20, 2020, the Company issued and sold to an investor a convertible promissory note in the principal amount of $456,500~~ ~~(the “~~~~April 20 Note~~~~”). The April 20 Note contained a~~ 10~~% original issue discount amounting to $41,500~~ ~~for a purchase price of $415,000. The April 20 Note initially bore interest at~~ 6~~% per annum and becomes due and payable on April 20, 2022 (the “~~~~April 20 Note Maturity Date~~~~”).~~ During the existence of an Event of Default (as defined in the April 20 Note), which includes, amongst other events, any default in the payment of principal and interest payment (including any April 20 Note Amortization Payments) under any note or any other indebtedness, interest accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law.
~~Until the April 20 Note was no longer outstanding, it was convertible, in whole or in part, at any time, and from time to time, into shares of common stock at the option of the investor.~~ The “Conversion Price” in effect on any Conversion Date (as defined in the April 20 Note) means, as of any Conversion Date or other date of determination, the lower of: (i) $0.40 and (ii) 70% of the second lowest closing price of the common stock as reported on the Trading Market (as defined in the April 20 Note) during the 20 consecutive Trading Day (as defined in the April 20 Note) period ending and including the Trading Day immediately preceding the delivery or deemed delivery of the applicable notice of conversion. All such Conversion Price determinations were to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock.
Due to the default of August 2019 Note Amortization Payments due on our August 2019 Notes and other notes, the April 20 Note was deemed in default. Accordingly, in 2020, the outstanding principal balance on date of default increased by 30% which amounted to approximately $~~136,950, default interest accrued at~~ 18~~%, and the default conversion terms applied.~~
~~During the three months ended June 30, 2021, the Company issued~~ ~~15,923,322~~ ~~shares of its common stock upon the conversion of all remaining principal and interest balances due aggregating $95,540. Hence, as of March 31, 2022 and December 31, 2021, convertible notes payable and default interest due related to the April 20 Note amounted to $~~0.
~~Other convertible debt~~
~~As discussed in Note 10, on August 28, 2020, a note payable with a principal balance due of $185,000~~ ~~was cancelled and a new convertible note was entered into with a principal balance of $185,000. This new convertible note bore no interest and was payable in monthly payments of $7,500~~ commencing on September 1, 2020 until paid in full. The Holder had the right, at Holder’s option, at any time prior to the close of business five or more days prior to a payment of principal and interest, to convert any of such Holder’s Note, in whole or in part (in denominations of $~~20.000~~ or multiples of it), into that number of shares of common stock of the Company at the conversion price equal to the lowest closing price of the Company’s common stock on the OTC Market during the ten trading days ending the business day before the date of conversion. During the year ended December 31, 2020, the Company repaid $~~15,000~~ ~~of this convertible note. In January 2021, the Company issued~~ ~~15,454,546~~ ~~shares of its common stock upon conversion of this convertible note and accordingly, as of March 31, 2022 and December 31, 2021, the convertible note balance is $~~0.
~~Summary of derivative liabilities~~
During the three months ended March 31, 2021, the fair value of the derivative liabilities, warrants and conversion option was estimated using the Binomial valuation model with the following assumptions:
~~SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL~~
~~2021~~
~~Expected dividend rate~~ -
~~Expected term (in years)~~ ~~0.75~~ to ~~5.00~~
~~Volatility~~ ~~275.4% to~~ ~~367.0~~%
~~Risk-free interest rate~~ ~~0.07% to~~ ~~0.87~~%
~~For the three months ended March 31, 2022 and 2021, amortization of debt discounts related to convertible notes amounted to $~~0 ~~and $19,013~~, respectively, which has been included in interest expense on the accompanying unaudited condensed consolidated statements of operations. The weighted average interest rate during the three months ended March 31, 2021 was approximately ~~18.0~~%.
~~NOTE 8 –~~ ~~NOTES PAYABLE~~
~~Promissory notes~~
~~On January 15, 2021, in connection with the acquisition of DDTI, the Company issued a promissory note in the amount of $400,000~~. ~~The principal amount of $400,000~~ ~~was payable in four installments of $100,000~~ plus accrued interest as follows: $100,000 plus accrued interest was due and paid on April 15, 2021, $100,000 plus accrued interest was due and paid on July 15, 2021, $100,000 plus accrued interest is due and paid on October 15, 2021 and $100,000 plus all remaining accrued interest was due and paid on January 15, 2022. ~~Interest accrued at~~ 4~~% per annum. On March 31, 2022 and December 31, 2021, the principal amount related to this note was $~~0 ~~and $100,000, respectively.~~
15
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~
~~On March 24, 2021, in connection with the acquisition of Cougar Express, the Company issued a promissory note in the amount of $350,000~~. ~~The principal amount of $350,000~~ ~~was payable in two installments of $175,000~~ ~~plus accrued interest as follows: $175,000 plus accrued interest was due and paid on September 23, 2021 and $175,000 plus all remaining accrued interest was due and paid on March 23, 2022.~~ ~~Interest accrued at~~ 6~~% per annum. On March 31, 2022 and December 31, 2021, the principal amount related to this note was $~~0 ~~and $175,000, respectively.~~
~~Equipment and auto notes payable~~
~~In November 2019, the Company~~ JFK Cartage entered into a promissory note for the purchase of ~~five trucks~~a truck in the amount of $~~460,510~~61,979. The note ~~was~~is due in 60forty-eight monthly installments of $~~9,304~~1,645~~. The first payment was paid~~ which began in ~~December 2019 and the remaining fifty-nine payments were due monthly commencing on~~ ~~January 27, 2020~~.August 2022. The note was secured by the ~~trucks and was personally guaranteed by the Company’s former chief executive officer.~~truck. On March 31, ~~2022~~2023 and December 31, ~~2021 and 2020,~~2022, the equipment note payable to this entity amounted to $52,648 and $55,720, respectively.
0
On January 17, 2023, Cougar Express entered into a promissory note for the purchase of two trucks in the amount of $196,700. The note is due in sixty monthly installments of $4,059 which began in August 2022. The note was secured by the truck. On March 31, 2023, the equipment note payable to this entity amounted to $191,431.

In connection with the acquisition of ~~DDTI,~~Severance Trucking, on January 31, 2023, the Company assumed ~~several truck notes~~an equipment note payable ~~liabilities~~ due to ~~entities.~~an entity amounting to $23,000. On March 31, ~~2022 and December 31, 2021, truck notes~~2023, equipment note payable to ~~these entities~~this entity amounted to $0 ~~and $17,985, respectively.~~
In connection with the acquisition of Cougar Express, the Company assumed several equipment notes payable liabilities due to entities. On March 31, 2022 and December 31, 2021, equipment notes payable to these entities amounted to $~~315~~ ~~and $2,611, respectively.~~
~~Paycheck Protection Program Promissory Note~~
~~During 2020, prior to the acquisition of Cougar Express by the Company, Cougar Express entered into a Paycheck Protection Program promissory note (the “~~~~Cougar PPP Loan~~~~”) in the amount of $622,240~~ ~~under the SBA Paycheck Protection Program of the~~ ~~CARES Act~~. Pursuant to the Cougar Stock Purchase Agreement, the Company did not assume and shall not be responsible to pay the Cougar PPP loan. The prior shareholder of Cougar Express agreed to indemnify and hold the Buyer (and its directors, officers, employees and affiliates) harmless from and with respect to any and all claims, liabilities, losses, damages, costs and expenses, including, without limitation, the reasonable fees and expenses of counsel (collectively, the “Losses”), related to or arising directly or indirectly out of, among other items, any claim that any portion or all of the Cougar PPP loan secured by Cougar Express is to be repaid to the lender. Since the Cougar PPP Loan was not forgiven as of March 31, 2021, the Company has reflected the Cougar PPP loan of $~~622,240~~ ~~as outstanding on March 31, 2021 and the Company recorded a note receivable of $622,240~~ which was due from the prior shareholder of Cougar Express if the Cougar PPP Loan is not forgiven. Cougar Express filed for forgiveness of this loan and on June 10, 2021, Cougar Express received a Notice of Paycheck Protection Program Forgiveness Payment from the SBA. Accordingly, the note payable and related note receivable were reversed and no gain or loss was recorded.
~~Line of credit~~
~~Through December 2021, the Company’s subsidiary, Cougar Express, maintained a $5,000~~ ~~line of credit with the bank. This line of credit was closed in December 2021 and was payable of demand. On December 31, 2021, principal amount outstanding under the line of credit amounted to $~~021,853.

On March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, notes payable consisted of the following:
SCHEDULE OF NOTES PAYABLE
March 31, 2023 December 31, 2022
Principal amounts $ 7,518,943 $ 5,784,577
Less: current portion of notes payable (6,035,877 ) (4,953,078 )
Notes payable – long-term $ 1,483,066 $ 831,499

March 31, 2022 December 31, 2021
Principal amounts $ 315 $ 295,596
Less: current portion of notes payable (315 ) (283,141 )
Notes payable – long-term $ - $ 12,455
As of March 31, 2023, future maturities of notes payable is as follows:
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE
Year ending March 31: Amount
2024 $ 6,035,877
2025 961,592
2026 379,874
2027 99,592
2028 42,008
Total $ 7,518,943

NOTE 9–8– SHAREHOLDERS’ EQUITY ~~(DEFICIT)~~

Preferred stock

~~Series B preferred shares~~
~~In August 2019, the~~The Company ~~designated Series B Preferred Shares consisting of~~ ~~1,700,000~~ ~~shares with a par value of $0.001~~ ~~and a stated value of $0.001~~. The Series B preferred shares have no voting rights and are not redeemable. Each share of Series B Preferred stock is convertible into one share of common stock at the option of the holder subject to beneficial ownership limitation.
~~On August 16, 2019, the Company issued~~ ~~700,000~~ ~~shares of Series B Preferred shares to Bellridge Capital, L.P. upon settlement of~~ ~~700,000~~ ~~shares of issuable common shares. In April 2022, the Company and Bellridge entered into a settlement agreement and the~~ ~~700,000~~ ~~shares of Series B preferred shares were cancelled.~~
~~Series D preferred shares~~
~~The Board of Directors (the “~~~~Board~~~~”) created the Series D pursuant to the authority vested in the Board by the Company’s Amended and Restated Articles of Incorporation to issue up to~~has 10,000,000 authorized shares of preferred stock, $0.001 par value per share. The Company’s Amended and Restated Articles of Incorporation explicitly authorize the Board to issue any or all of such shares of preferred stock in one (1) or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders.

16
Series B preferred shares

~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~In August 2019, the Company designated Series B Preferred Shares consisting of 1,700,000 shares with a par value of $0.001 and a stated value of $0.001. The Series B preferred shares have no voting rights and are not redeemable. Each share of Series B Preferred stock is convertible into one share of common stock at the option of the holder subject to beneficial ownership limitation. In April 2022, the Company and Bellridge entered into a settlement agreement pursuant to which 700,000 shares of Series B preferred shares were cancelled and the Company recorded settlement income of $700. On March 31, 2023 and December 31, 2022, there were no Series B preferred stock issued and outstanding.
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~Series D preferred shares

On July 20, 2020, the Board filed the Certificate of Designation of Preferences (“COD”), Rights and Limitations of Series D Preferred Stock (the “~~Series~~“Series D ~~COD~~”COD”) with the Secretary of State of the State of Nevada designating 1,250,000 shares of preferred stock as Series D. The Series D preferred stock (“Series D Preferred”) does not have the right to vote. The Series D Preferred has a stated value of $6.00 per share (the “~~Stated Value~~”“Stated Value”). Subject only to the liquidation rights of the holders of Series B Preferred ~~Stock~~ that is currently issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series D isPreferred holders are entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of common stock on an as-converted to common stock basis. Until July 20, 2021, the holders of Series D ~~have~~Preferred had the right to participate, pro rata, in each subsequent financing in an amount up to 25% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent financing.

Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series D is convertible into 1,000 shares of common stock. A holder of Series D Preferred may not convert any shares of Series D Preferred into common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series D COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series D COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.

17
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
Approval of at least a majority of the outstanding Series D Preferred is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series D, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, it being understood that the creation of a new security having rights, preferences or privileges senior to or on parity with the Series D Preferred in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series D;D Preferred; (c) issue any Series D Preferred, other than to the Investors; or (d) without limiting any provision hereunder, whether or not prohibited by the terms of the Series D Preferred, circumvent a right of the Series D.D Preferred.
As of March 31, 2023 and December 31, 2022, no shares of Series D Preferred were outstanding.

Series E preferred shares

To consummate the Series E ~~Offering,~~Offerings described below, the Company’s Board of Directors (the “~~Board~~”“Board”) created the Series E Convertible Preferred Stock (the “~~Series E~~”“Series E”) pursuant to the authority vested in the Board by the Company’s Amended and Restated Articles of Incorporation to issue up to 10,000,000 shares of preferred stock, $0.001 par value per share, of which 7,049,999 are unissued and undesignated. ~~The Company’s Amended and Restated Articles of Incorporation explicitly authorize~~ the Board to issue any or all of such shares of preferred stock in one (1) or more classes or series and to fix the designations, powers, preferences and rights, the qualifications, limitations or restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any class or series, without further vote or action by the stockholders.

On October 6, 2020, the Board filed the Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “~~Series~~“Series E ~~COD~~”COD”) with the Secretary of State of the State of Nevada designating 562,250 shares of preferred stock as Series E. On December 28, 2020, the Board filed an Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series E Convertible Preferred Stock (the “~~Amended~~“Amended Series E ~~COD~~”COD”) with the Secretary of State of the State of Nevada. The Series E has a stated value of $13.34 per share (the “~~Stated Value~~”“Stated Value”). Pursuant with the Amended Series E COD,

● Each holder of Series E has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series E held by such holder are convertible as of the applicable record date.

● Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. If the Company fails to redeem all outstanding Series E on the redemption date,, it shall be deemed to have waived its redemption right.

Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series E shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series E being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series E an additional sum (the ~~“Make~~“Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series E converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Stated Value during the Triggering Event Period (the ~~“Extra~~“Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the ~~“Conversion~~“Conversion Date”). During the Triggering Event Period, the number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average VWAP for the five Trading Days prior to the Conversion Date.

Subject to the Beneficial Ownership Limitation, at any time during the period commencing on the date of the occurrence of a Triggering Event and ending on the date of the cure of such Triggering Event (the “Triggering Event Period”), a Holder may, at such Holder’s option, by delivery of a conversion notice to the Company to convert all, or any number of Series E (such conversion amount of the Series E to be converted pursuant to this Section 6(b) (the ~~“Triggering~~“Triggering Event Conversion Amount”), into shares of Common Stock at the Triggering Event Conversion Price. The ~~“Triggering~~“Triggering Event Conversion Amount” means 125% of the Stated Value and the ~~“Triggering~~“Triggering Event Conversion Price” means $0.006.
17
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~

Triggering events include, but are not limited to, (1) failure to satisfy Rule 144 current public information requirements; (2) ceasing to be a reporting company under the Securities Exchange Act of 1934, as amended (the “~~Exchange Act~~”“Exchange Act”), or failing to comply with the reporting requirements of a reporting company under the Exchange Act; (3) suspension from or termination of trading; (4) failure to reserve sufficient shares of Common Stock (after cure periods and subject to certain extensions); (5) various insolvency proceedings (subject to certain carveouts); (6) material breach of the Series E ~~Offering~~Offerings transaction documents; and (7) failure to comply with conversion of any Series E shares when requested by the holder thereof.

If and whenever on or after the Initial Issuance Date but not after two years from the Original Issuance Date, the Company issues or sells, or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an Exempt Issuance, for a consideration per share (the ~~“Base~~“Base Share Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is reflected to herein as the ~~“Applicable~~“Applicable Price”) (the foregoing a ~~“Dilutive~~“Dilutive Issuance”), then immediately after such Dilutive Issuance, the conversion price then in effect shall be reduced to an amount equal to the Base Share Price.

From and after the Original Issuance Date, cumulative dividends on each share of Series E shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6% per annum based on a 360-day year on the Stated Value plus all unpaid accrued and accumulated dividends thereon. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company has accrued dividends of $~~147,907~~165,319 and $~~140,872~~161,092, respectively, which has been included in accrued expenses on the accompanying unaudited ~~condensed~~ consolidated balance sheets.
18
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)

On a pari passu basis with the holders of Series D Convertible Preferred Stock that was issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series E is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of Common Stock on an as-converted to Common Stock basis. Until the date that such Series E shareholder no longer owns at least 50% of the Series E, the holders of Series E have the right to participate, pro rata, in each subsequent financing in an amount up to 25% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent financing.

A holder of Series E may not convert any shares of Series E into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series E COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Amended Series E COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the ~~Company.~~Company.

Approval of at least a majority of the outstanding Series E is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series E, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, but the creation of a new security having rights, preferences or privileges senior to or on parity with the Series E in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series E; (c) issue any Series D Convertible Preferred Stock, (d) issue any Series E in excess of 562,250 or (e) without limiting any provision under the Series E COD, whether or not prohibited by the terms of the Series E, circumvent a right of the Series E.

During the three months ended March 31, 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) ~~310,992~~ ~~shares of Series E and (ii) Warrants to purchase~~ ~~414,857,146~~ ~~shares of the Company’s common stock which are equal to~~ ~~1,334~~ ~~warrants for each share of Series E purchased (the “Q1 2021 Series E Offering”). The gross proceeds to the Company were $3,630,000, or $11.67~~ ~~per unit. The Company paid fees of $372,000~~ ~~and received net proceeds of $3,258,000. The initial exercise price of the Warrants related to the Q1 2021 Series E Offering is $0.01~~ ~~per share, subject to adjustment. Additionally, the Company issued~~ ~~82,971,429~~ ~~warrants to the placement agent at an initial exercise price of $0.01~~ ~~per share. In connection with the issuance of the Series E and related warrants, during the three months ended March 31, 2021, the Company recorded a deemed dividend of $777,510~~ ~~related to the beneficial conversion features of the Series E.~~
During April 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) ~~32,126~~ ~~shares of Series E and (ii) Warrants to purchase~~ ~~42,857,143~~ ~~shares of the Company’s common stock which are equal to~~ ~~1,334~~ ~~warrants for each share of Series E purchased (the “April 2021 Series E Offering”). The gross proceeds to the Company were $375,000, or $11.67~~ ~~per unit. The Company paid fees of $42,500~~ ~~and received net proceeds of $332,500. The initial exercise price of the Warrants related to the April 2021 Series E Offering is $0.01~~ ~~per share, subject to adjustment. Additionally, the Company issued~~ ~~8,571,429~~ ~~warrants to the placement agent at an initial exercise price of $0.01~~ ~~per share. In connection with the issuance of the Series E and related warrants, on April 9, 2021, the Company recorded a deemed dividend of $104,533~~ ~~related to the beneficial conversion features of the Series E.~~
In connection with the Series E Offerings, the Company entered into Registration Rights Agreements (the “~~Series~~“Series E Registration Rights ~~Agreements~~”Agreements”) pursuant to which the Company agreed to file a registration statement on Form S-1 to register the resale of the shares of Common Stock issuable to the Investors upon conversion of the Series E Preferred Stock and exercise of the Warrants. Pursuant to the Series E Registration Rights Agreements, if a registration statement registering for resale all of the shares of common stock issuable under Series E Convertible Preferred Stock and Warrants (i) is not filed with the Commission by the Company within 30 days of the closing dates or any other registration statement, (ii) is not declared effective by the Commission by the Effectiveness Date of the initial registration statement (90 days following the closing date) or any other registration statement, or (iii) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all registrable securities included in such registration statement for more than 30 calendar days during any 12-month period (any such failure or breach being referred to as an “~~Event~~”“Event”, and the date on which such Event occurs, being referred to as “~~Event Date~~”“Event Date”), then, in addition to any other rights the Holders may have under the Series E Registration Rights Agreements or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company is obligated to pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid by such Holder pursuant to the Series E Purchase Agreement, during which such Event continues uncured. Also pursuant to the Series E Registration Rights Agreements, the partial liquidated damages provisions summarized above apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The Company did not file its initial registration statement within 30 days of the closing date of certain of the Registration Rights Agreements (the “~~Filing Events~~”“Filing Events”) and such registration statement was not declared effective by the Commission by the Effectiveness Date of certain of the Registration Rights Agreements (the “~~Effectiveness Events~~”“Effectiveness Events”). The Company filed a registration statement on Form S-1 for the shares of Common Stock issuable to the Investors upon conversion of the Series E Preferred Stock and exercise of the Warrants (the “~~S-1~~“S-1 Registration ~~Statement~~”Statement”) on April 22, 2021 (the “~~Filing Date~~”“Filing Date”), which was declared effective by the Commission on May 5, 2021 (the “~~Effective Date~~”“Effective Date”). The filing of the S-1 Registration Statement cured the Filing Events as of the Filing Date. The declaration of effectiveness of the S-1 Registration Statement cured the Effectiveness Events as of the Effective Date.
18
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~

These Series E preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the ~~unaudited condensed~~ consolidated balance sheet was appropriate. As per the terms of the Series E preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series E preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series E preferred stock is classified as permanent equity.

The Company concluded that the Series E Preferred Stock represented an equity host and, therefore, the redemption feature of the Series E Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series E Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series E Preferred Stock were not considered an embedded derivative that required bifurcation.

On December 8, 2020 the Company entered into an Engagement Agreement (the “Engagement Agreement”) with a placement agent to act as an exclusive selling/placement agent for the Company to assist in a financing for the Company. In connection with the engagement letter, the Company agreed to pay to the placement agent at each full or incremental closing of any equity financing, convertible debt financing, debt conversion or any instrument convertible or exercisable into the Company’s common stock (the “Securities Financing”) during the Exclusive Period which is for a period of 90 days from the date of execution of this Letter Agreement; (i) a cash transaction fee in the amount of 10% of the amount of the Securities Financing; and (ii) warrants (the “Warrants”) with a 5 year term and cashless exercise, equal to 10% of the amount of securities sold (on an as converted basis) in the Securities Financing, at an exercise price equal to the investor’s warrant exercise price of the Securities Financing. In connection with this Engagement Agreement, through December 31, 2020, the Company paid the placement agent cash of $~~67,000~~ ~~and issued~~ ~~15,314,285~~ ~~warrants to the placement agent at an initial exercise price of $0.01~~ ~~per share. Additionally, during the year ended December 31, 2021, the Company paid the placement agent cash of $385,500~~ ~~and issued~~ ~~91,542,858~~ ~~warrants to the placement agent at an initial exercise price of $0.01~~ ~~per share. The cash fee of $400,500~~ ~~was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.~~
~~During the three months ended June 30, 2021, the Company issued~~ ~~571,296,287~~ ~~shares of its common stock in connection with the conversion of~~ ~~340,346~~ ~~shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.~~
~~During the three months ended September 30, 2021, the Company issued~~ ~~25,725,519~~ ~~shares of its common stock in connection with the conversion of~~ ~~17,135~~ ~~shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.~~
~~During the three months ended December 31, 2021, the Company issued~~ ~~60,758,228~~ ~~shares of its common stock in connection with the conversion of~~ ~~39,410~~ ~~shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.~~
During the three months ended March 31, 2022, the Company issued 75,000,000 shares of its common stock in connection with the conversion of 19,947 shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.

Series ~~F preferred share~~
Pursuant to the terms of the Securities Purchase Agreements entered in connection with the Series E Offering by and among the Company and the investors named therein (the “Series E Investors”), the Company is required to keep reserved for issuance to the Series E Investors three times the number of shares of common stock issuable to the Series E Investors upon conversion or exercise, as applicable, of convertible notes and warrants held by the Series E Investors (the “Series E Reserve Requirement”). If the Company fails to meet the Series E Reserve Requirement within 45 days after written notice from a Series E Investor, the Company must, inter alia, sell to Company’s chief executive officer (or such other officer as the board of directors may designate) a series of preferred stock which holds voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue, which such preferred stock will be automatically cancelled upon the effectiveness of the resulting increase in the Company’s authorized stock.
~~On February 22, 2021, the Company sold to John Mercadante, for $~~10, one share of Series F Preferred Stock which has voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting) for the sole purpose of amending the Company’s Amended and Restated Articles of Incorporation to increase the number of shares of common stock that the Company is authorized to issue. Upon the effectiveness of the amendment on April 15, 2021, the Series F Preferred Stock was automatically cancelled. The Series F Preferred Stock was not entitled to vote on any other matter, was not entitled to dividends, was not convertible into any other security of the Company and was not entitled to any distributions upon liquidation of the Company.
19
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~
~~Series~~ G preferred ~~share~~shares

On December 28, 2021, the Company’s Board of Directors (the “Board”) ~~Board~~ filed the Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock (the “Series G COD”) with the Secretary of State of the State of Nevada designating 1,000,000shares of preferred stock as Series G.G (“Series G”). The Series G has a stated value of $10.00per share (the “Series G Stated Value”). Pursuant with the Series G COD,

● Each holder of Series G has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series G held by such holder are convertible as of the applicable record date.

● Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series G) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. If the Company fails to redeem all outstanding Series G on the redemption date,, it shall be deemed to have waived its redemption right.
19
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)

Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series G being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series G an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series G converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Series G Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”), subject to beneficial ownership ~~limitations.~~limitations.

If and whenever on or after the Initial Issuance Date but not after two years from the Original Issuance Date, the Company issues or sells, or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an Exempt Issuance, for a consideration per share (the ~~“Base~~“Base Share Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is reflected to herein as the ~~“Applicable~~“Applicable Price”) (the foregoing a ~~“Dilutive~~“Dilutive Issuance”), then immediately after such Dilutive Issuance, the conversion price then in effect shall be reduced to an amount equal to the Base Share Price.

From and after the Original Issuance Date, cumulative dividends on each share of Series G shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6% per annum based on a 360-day year on the Stated Value plus all unpaid accrued and accumulated dividends thereon. As of March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, the Company has accrued dividends of $~~102,017~~434,137 and $0385,009, respectively, which has been included in accrued expenses on the accompanying unaudited ~~condensed~~ consolidated balance sheets.

On a pari passu basis with the holders of Series E Convertible Preferred Stock that was issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series G is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of Common Stock on an as-converted to Common Stock basis. The holders of Series G have the right to participate, pro rata, in each subsequent financing in an amount up to 40% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent financing.

A holder of Series G may not convert any shares of Series G into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of ~~4.99~~%4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series G COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series G COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.

Approval of at least two-thirds of the outstanding Series G is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series G, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, but the creation of a new security having rights, preferences or privileges senior to or on parity with the Series G in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series G; (c) issue any Series E or Series D Convertible Preferred Stock, (d) issue any Series G in excess of 1,000,000 or (e) without limiting any provision under the Series G COD, whether or not prohibited by the terms of the Series G, circumvent a right of the Series G.

On December 31, 2021, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) ~~615,000~~ ~~shares of Series G and (ii) Warrants to purchase~~ ~~615,000,000~~ shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “December 2021 Series G Offering”). The gross proceeds to the Company were $~~6,150,000, or $10.00~~ ~~per unit. The Company paid fees of $615,507, paid cash of $54,933~~ ~~for the settlement of disputed penalties related the Series E and received net proceeds of $5,479,560~~ ~~The initial exercise price of the Warrants related to the December 2021 Series G Offering is $0.01~~ ~~per share, subject to adjustment. In connection with the issuance of the Series G and related warrants, the Company recorded a deemed dividend of $2,041,802~~ ~~related to the beneficial conversion features of the Series G.~~
20
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~
On January 25, 2022, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000 shares of Series G and (ii) Warrants to purchase 70,000,000 shares of the Company’s common stock which are equal to 1,000 warrants ~~for each~~ for each share of Series G purchased (the “January 2022 Series G Offering”). The gross proceeds to the Company were $700,000, or $10.00 per unit. The Company paid placement agent fees of $70,000 and received net proceeds of $630,000. On March 4, 2022, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Investor agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 25,000 shares of Series G and (ii) Warrants to purchase 25,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “March 2022 Series G Offering”). The gross proceeds to the Company were $250,000, or $10.00 per unit. The Company paid placement agent fees of $25,000 and received net proceeds of $225,000. The initial exercise price of the Warrants related to the January 2022 and March 2022 Series G Offerings is $0.01 per share, subject to adjustment. Additionally, the Company issued 19,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share. The aggregate cash fees of $95,000 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.

In connection with the Series G Offerings, the Company entered into Registration Rights Agreements (the “~~Series~~“Series G Registration Rights ~~Agreements~~”Agreements”) pursuant to which the Company agreed to file a registration statement on Form S-1 to register the resale of the shares of Common Stock issuable to the Investors upon conversion of the Series G Preferred Stock and exercise of the Warrants. Pursuant to the Series G Registration Rights Agreements, if a registration statement registering for resale all of the shares of common stock issuable under Series G Convertible Preferred Stock and Warrants (i) is not filed with the Commission by the Company within 45 days of the closing dates or any other registration statement, (ii) is not declared effective by the Commission by the Effectiveness Date of the initial registration statement (90 days following the closing date) or any other registration statement, or (iii) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all registrable securities included in such registration statement for more than 30 calendar days during any 12-month period (any such failure or breach being referred to as an “~~Event~~”“Event”, and the date on which such Event occurs, being referred to as “~~Event Date~~”“Event Date”), then, in addition to any other rights the Holders may have under the Series G Registration Rights Agreements or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company is obligated to pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid by such Holder pursuant to the Series G Purchase Agreement, during which such Event continues uncured. Also pursuant to the Series G Registration Rights Agreements, the partial liquidated damages provisions summarized above apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The Company filed a registration statement on Form S-1 for the shares of Common Stock issuable to the Investors upon conversion of the Series G Preferred Stock and exercise of the Warrants (the “~~S-1~~“S-1 Registration ~~Statement~~”Statement”) on January 28, 2022 (the “~~Filing Date~~”“Filing Date”), which ~~shall be~~was declared effective by the Commission ~~after the Company files its annual report~~ on ~~Form 10-K and after~~May 13, 2022. The filing of the S-1 ~~is reviewed and declared effective by~~Registration Statement cured the ~~Commission, which~~Filing Events as of the ~~Company believes will be before 90 days following~~Filing Date. The declaration of effectiveness of the ~~closing date.~~S-1 Registration Statement cured the Effectiveness Events as of the Effective Date.
20
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)

These Series G preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the ~~unaudited condensed~~ consolidated balance sheet was appropriate. As per the terms of the Series G preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series G preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series G preferred stock is classified as permanent equity.

The Company concluded that the Series G Preferred Stock represented an equity host and, therefore, the redemption feature of the Series G Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series G Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series G Preferred Stock were not considered an embedded derivative that required bifurcation.

In connection with issuance of the Series G, ~~on December 31, 2021, the Company paid the placement agent cash of $609,507~~ ~~and issued~~ ~~123,000,000~~ ~~warrants to the placement agent at an initial exercise price of $0.01~~ ~~per share. The cash fee of $609,507~~ ~~was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.~~
~~In connection with issuance of the Series G,~~ during the three months ended March 31, 2022, the Company paid the placement agent cash of $95,000 and issued 19,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share. The cash fee of $95,000 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.

~~Common stock~~
~~On February 23, 2021, stockholders holding at least~~ 51~~% of~~During the voting power of the stock of the Company entitled to vote thereon consented, in writing, to amend the Company’s Amended and Restated Articles of Incorporation, by adoption of the Certificate of Amendment to the Amended and Restated Articles of Incorporation of the Company to authorize an increase of the number of shares of common stock that the Company may issue to ~~10,000,000,000~~ ~~shares, par value $0.001~~ ~~(the “2021 Amendment”). The increase in the number of authorized shares was needed to meet the share reserve requirements under the Series E.~~
~~The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the Authorized Share Increase Amendment with the SEC on~~three months ended March 3, 2021. This consent was sufficient to approve the 2021 Amendment under Nevada law. The Company filed a definitive information statement on Schedule 14C on March 15, 2021 and first mailed that information statement to stockholders on March 15, 2021.
21
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH~~ 31, ~~2022~~
~~Shares issued in connection with conversion of convertible debt and interest~~
~~On January 11, 2021,~~2023, the Company issued ~~15,454,545~~43,684,680 shares of its common stock in connection with the conversion of ~~a convertible note~~29,000 shares of Series G and accrued dividends payable of $~~170,000~~20,056. The conversion ~~price~~ratio was based on ~~contractual terms~~the Series G certificate of designation, as amended.
Series H preferred shares
On September 20, 2022, the Company’s Board of Directors (the “Board”) Board filed the Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock (the “Series H COD”) with the Secretary of State of the ~~related debt.~~State of Nevada designating 35,000 shares of preferred stock as Series H (“Series H”). The Series H has no stated value. Pursuant with the Series H COD,
● Each holder of Series H shall have no voting rights.
● Each share of Series H shall be convertible into 10,000 shares of the Company’s common stock, subject to beneficial ownership limitations. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series H held by the Holder. The Holder and the Company, by mutual consent, may increase or decrease the Beneficial Ownership Limitation provisions of the Series H COD, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series H held by the Holder.
● Upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Series H preferred stock shall be entitled to receive out of assets of the Company legally available therefor the same amount that a holder of the Company’s common stock would receive on an as-converted basis (without regard to the beneficial ownership limitation or any other conversion limitations hereunder). The right of a Series H Holder to receive such payment shall be preferential to the right of holders of common stock but shall be subordinate to the rights of the holder of any other series of preferred stock of the Company.
In connection with the acquisitions of Freight Connections, on September 16, 2022, the Company issued 32,374 shares of Series H preferred stock. These shares were value in the amount of $1,910,066 based on the as if converted fair value of the underlying common shares, or $0.0059 per common share, based on the quoted closing price of the Company’s common stock on the measurement date.
Common stock

Shares issued in connection with conversion of Series E preferred shares

On January 19, 2022, the Company issued 75,000,000 shares of its common stock in connection with the conversion of 19,947 shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.

Shares issued in connection with conversion of Series G preferred shares
During the three months ended March 31, 2023, the Company issued 43,684,680 shares of its common stock in connection with the conversion of 29,000 shares of Series G and accrued dividends payable of $20,056. The conversion ratio was based on the Series G certificate of designation, as amended.
Shares issued upon exercise of warrants

During the three months ended March 31, 2022, the Company issued 24,571,429 shares of its common stock and received proceeds of $245,714 from the exercise of 24,571,429 warrants at $0.01 per share.
21
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)

Shares issued for compensation

On March 11, 2022, pursuant to an employment agreement with the Company’s chief executive officer dated January 4, 2022, the Company’s Board of Directors granted the chief executive officer 122,126,433 shares of its common stock which were valued at $1,343,391, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal annual installments with the first installment of 30,531,608 shares vesting on January 3, 2022, and 30,531,608 common shares vesting each year ~~quarter~~ through January 3, 2025. In connection with these shares, the Company valued these common shares at a fair value of $1,343,391 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation reflected below.

On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to three independent members of the Company’s board of directors for an aggregate of 5,454,546 common shares of the Company which were valued at $60,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 1,363,636.50 shares vesting on March 31, 2022, and 1,363,636.50 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $60,000 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation reflected below.

On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to the Company’s chief financial officer for 11,363,636 common shares of the Company which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 2,840,909 shares vesting on March 31, 2022, and 2,840,909 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $125,000 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation reflected below.

On January 3, 2023, the Company’s Board of Directors granted the chief operating officer 21,634,615 shares of its common stock which were valued at $90,865, or $0.0042 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 5,408,653 shares vesting on March 31, 2023, and 5,408,654 common shares vesting each quarter through December 31, 2023. In connection with these shares, the Company valued these common shares at a fair value of $90,865 and will record stock-based compensation expense over the one-year vesting period.
During the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, aggregate accretion of stock-based compensation expense on the above granted shares amounted to $~~586,133~~117,292 and $0586,133, respectively. Total unrecognized compensation expense related to these vested and unvested common shares on ~~March~~December 31, 2022 amounted to $~~942,258~~391,821 which will be amortized over the remaining vesting period of approximately two (~~0.75~~2 to ~~2.75~~) years.

On March 11, 2022, the Company agreed to grant restricted stock awards to the Company’s former chief executive officer and current member of the Company’s board of directors for 22,727,273 common shares of the Company which were valued at $250,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares vested immediately. In connection with these shares, the Company valued these common shares at a fair value of $250,000 and recorded stock-based compensation expense of $250,000.

The following table summarizes activity related to non-vested shares:
SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES
Number of
Non-Vested
Shares Weighted
Average
Grant Date
Fair Value Number of
Non-Vested
Shares Weighted
Average
Grant Date
Fair Value
Non-vested, December 31, 2021 - $ -
Non-vested, December 31, 2022 91,594,824 $ 0.011
Granted 138,944,615 0.011 21,634,615 0.004
Shares vested (34,736,153 ) (0.011 ) (35,940,262 ) (0.010 )
Non-vested, March 31, 2022 104,208,462 $ 0.011
Non-vested, March 31, 2023 77,289,177 $ 0.009

Warrants

Warrants issued and exercised in connection with Series E preferred shares

During the three months ended March 31, 2022, the Company issued 24,571,429 shares of its common stock and received proceeds of $245,714 from the exercise of 24,571,429 warrants at $0.01 per share.
22
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~

Warrants issued in connection with Series G preferred shares

In connection with the sale of Series G preferred shares, during the three months ended March 31, 2022, the Company issued warrants to purchase 95,000,000 shares of the Company’s common stock at an initial exercise price of $0.01 per share. Additionally, the Company issued 19,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share.

22
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
Warrant activities for the three months ended March 31, ~~2022~~2023 are summarized as follows:
SUMMARY OF WARRANT ~~ACTIVITIES~~ACTIVITES
Number of Shares
Issuable Upon
Exercise of
Warrants Weighted
Average Exercise
Price Weighted Average
Remaining
Contractual Term
(Years) Aggregate
Intrinsic Value
Balance Outstanding December 31, 2021 1,190,722,395 $ 0.015 4.7 $ 3,831,380
Granted 114,000,000 0.010
Exercises (24,571,429 ) 0.010
Balance Outstanding March 31, 2022 1,280,150,966 $ 0.014 4.5 $ 1,002,471
Exercisable, March 31, 2022 1,280,150,966 $ 0.014 4.5 $ 1,002,471
Number of Shares
Issuable Upon
Exercise of
Warrants Weighted
Average Exercise
Price Weighted Average
Remaining
Contractual Term
(Years) Aggregate
Intrinsic Value
Balance Outstanding December 31, 2022 1,258,008,109 $ 0.014 3.80 $ 0
Granted - - -         -
Balance Outstanding March 31, 2023 1,258,008,109 $ 0.014 3.55 $ 0
Exercisable, March 31, 2023 1,258,008,109 $ 0.014 3.55 $ 0

Stock options

Stock option activities for the three months ended March 31, ~~2022~~2023 are summarized as follows:
SUMMARY OF STOCK OPTION ACTIVITIES
Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate
Intrinsic Value
Balance Outstanding December 31, 2021 80,000 $ 8.85 3.3 $      -
Granted/Cancelled - -
Balance Outstanding March 31, 2022 80,000 $ 8.85 2.3 $ -
Exercisable, March 31, 2022 60,000 $ 8.85 2.3 $ -
Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate
Intrinsic Value
Balance Outstanding December 31, 2022 80,000 $ 8.85 1.33 $         -
Granted/Cancelled - - - -
Balance Outstanding March 31, 2023 80,000 $ 8.85 1.08 $ -
Exercisable, March 31, 2023 80,000 $ 8.85 1.08 $ -

NOTE 109 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS

On August 19, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed Deeds of Assignments for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, here Prime EFS and Shypdirect, together referred to as the “assignors”, executed Deeds of Assignment, assigning all of their assets to an Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. Due to the termination of their respective agreements with Amazon, Prime EFS and Shypdirect became insolvent and unable to pay their debts when they became due. Accordingly, the Company deemed it to be desirable and in the best interest of Prime EFS and Shypdirect and its creditors to make an assignment of all of Prime EFS and Shypdirect’s assets for the benefit of the Prime EFS and Shypdirect’s creditors in accordance with the ABC Statute.

On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating a judicial proceeding. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute. The Company’s results of operations for the ~~three months~~year ended ~~March~~December 31, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021.
23
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~ The Company has been advised that the Assignee anticipates that she will be able to conclude her work, make final distributions to creditors, and close out the estates of Prime EFS and Shypdirect on or before June 30, 2023.

In ~~order to deconsolidate Prime EFS and Shypdirect,~~connection with the ~~carrying values~~finalization of the ~~assets and liabilities~~ABC, the Assignee has demanded a one-time payment of $200,000 to close out the estates of Prime EFS and ~~Shypdirect were removed from~~Shypdirect. The Company is currently negotiating this amount and cannot predict the ~~Company’s consolidated balance sheet as~~outcome of ~~September 7, 2021. In connection with the deconsolidation, the Company recognized a gain on deconsolidation of subsidiaries of $12,363,449~~ ~~which is included in “Gain on deconsolidation of subsidiaries” within other income (expenses)~~this demanded amount. Accordingly, during the year ended December 31, ~~2021~~2022, the Company recorded a contingency loss of $200,000 and ~~consisted~~as of March 31, 2023 and December 31, 2022, the ~~following:~~Company accrued the potential settlement amount of $200,000 which is included in accrued expenses on the accompanying unaudited consolidated balance sheets.
~~SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES~~‌
September 7, 2021
Liabilities deconsolidated:
Notes payable (a) $ 3,908,050
Accounts payable 1,242,421
Accrued expenses 314,927
Insurance payable 1,678,556
Contingency liabilities 3,311,272
Lease liabilities, current portion 1,263,494
Accrued compensation and related benefits 827,753
Total liabilities deconsolidated 12,546,473
Assets deconsolidated:
Cash 21,679
Accounts receivable 1,078
Property and equipment, net 96,496
Total assets deconsolidated 119,253
Gain on deconsolidation of subsidiaries 12,427,220
Less: additional cash payments made on behalf of deconsolidated subsidiaries (63,771 )
Gain on deconsolidation of subsidiaries $ 12,363,449
NOTE 1110 – COMMITMENTS AND CONTINGENCIES

Legal matters

From time to time, we may be involved in litigation ~~relating to~~or received claims arising out of our operations in the normal course of business. Other than discussed below, we are not currently a party to any other legal proceeding or are aware of claims that we believe would, if decided adversely, have a material adverse effect on our business, financial condition, or operating results. We also disclose any recent settlements and accruals taken in connection therewith, whether material or not.
23
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)

~~Disputes Between ELRAC LLC and Enterprise Leasing Company of Philadelphia, LLC on the one hand, and Prime EFS, LLC on the other hand~~
In 2021 and as of December 31, 2021, the Company’s prior subsidiary, Prime EFS, LLC (“Prime EFS”), was a party to an arbitration with two companies, ELRAC LLC (“ELRAC”), and Enterprise Leasing Company of Philadelphia, LLC (“ELC”).
As previously disclosed, since the Company deconsolidated Prime EFS effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, as of December 31, 2021, the Company’s consolidated balance sheet no longer included an accrual for this matter.
Solely to avoid the expense and distraction of the matter, effective March 31, 2022, the Company and Prime EFS, on the one hand, and ERLAC and ELC, on the other hand, settled the above matter for a single payment, by TLSS, to ERLAC and ELC, in an immaterial amount. Pursuant to the settlement, the Company and Prime, on the one hand, and ERLAC and ELC, on the other hand, exchanged mutual general releases, thereby releasing and discharging any and all claims between the Company, Prime EFS and their affiliates, on the one hand, and ERLAC, ELC and their affiliates, on the other hand. In connection with this settlement, in April 2022, the Company paid ERLAC and ELC $~~30,000, which amount as March 31, 2022 and December 31, 2021 had been accrued and included in accrued expenses on the accompanying unaudited condensed consolidated balance sheets.~~
Bellridge Capital, L.P. v. TLSS and Mercadante

On September 11, 2020, a prior lender to the Company, Bellridge Capital, ~~LP.~~L.P., filed a civil action against TLSS ~~John Mercadante~~ and ~~Douglas Cerny~~others in the ~~U.S.~~United States District Court for the Southern District of New ~~York, captioned~~ ~~Bellridge Capital, L.P. v. Transportation and Logistics Systems, Inc., John Mercadante and Douglas Cerny~~.York. The case was assigned Case No. 20-cv-7485. ~~The complaint alleged claims,~~ ~~inter alia~~, for purported violations of section 10(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”); for breach of an exchange agreement dated April 13, 2019 (the “Exchange Agreement”); and for the alleged failure to pay certain amounts allegedly due under certain TLSS promissory notes.

After discontinuing the foregoing federal action voluntarily and without prejudice, on April 23, 2021, Bellridge filed a substantially similar civil action in New York Supreme Court, New York County, ~~against the Company and Mercadante. This mater, the “~~~~Bellridge State Court Action~~,”which was assigned ~~civil action~~index number 652728/2021. ~~The Complaint in the Bellridge State Court Action essentially repeated the claims in the federal action.~~
On June 4, 2021, the Company and Mercadante moved to dismiss the Bellridge State Court Action for failure to state a claim and, as to Mercadante, for lack of jurisdiction. On October 20, 2021, the Court decided the MTD, dismissing all claims in the case against both Defendants predicated on fraud and negligent misrepresentation. The Court thereby dismissed the Complaint insofar as alleged against Mercadante. On October 29, 2021, the Company filed its Answer in this case. On November 18, 2021, Bellridge filed an Amended Complaint purporting to revive its claims for fraud and negligent misrepresentation against both Defendants. Both Defendants filed objections to the Amended Complaint as procedurally improper. On December 17, 2021, the Defendants filed a renewed motion to dismiss the Amended Complaint with prejudice. That motion was fully briefed. In February 2022, all proceedings in this action were stayed 60 days to facilitate a March 2022 mediation.
24
~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES~~
~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~MARCH 31, 2022~~

On April 29, 2022, all parties to the Bellridge State Court Action agreed to settle the case and exchange mutual general releases for a cash payment by the Company to Bellridge of $~~250,000. In connection with this settlement, in May 2022, the Company paid Bellridge $~~250,000, which amount was ~~accrued as ofMarch 31,~~paid in May 2022, ~~and included in accrued expenses on~~at which time the ~~accompanying unaudited condensed consolidated March 31, 2022 balance sheet. The~~ releases took ~~effect when the settlement payment cleared.~~
effect. In partial consideration for the settlement, the Company and Bellridge also cancelled the 700,000 shares of Series B Preferred Stock previously held by Bellridge, as reflected on the Company’s balance sheets as of ~~March~~December 31, 2021. In connection with this settlement, during the year ended December 31, 2022, ~~and December 31, 2021.~~the Company recorded settlement expense of $227,811.

SCS, LLC v. TLSS

On ~~May 26, 2020,~~January 14, 2021, a ~~civil~~former financial consultant to the Company, SCS, LLC, filed an action ~~was filed~~ against the Company in the ~~Supreme~~Circuit Court of the ~~State of New York, New York~~15^th Judicial Circuit, Palm Beach County, Florida, captioned SCS, LLC v. Transportation and Logistics Systems, Inc. The case was assigned ~~Index~~Case No. ~~154433/2020.~~50-2020-CA-012684.

~~The plaintiff in~~In this action, SCS ~~LLC (“SCS”), alleged~~alleges that it ~~is a limited liability company that~~ entered into a renewable six-month consulting agreement with the Company dated September 5, 2019 and that the Company failed to make certain monthly payments due thereunder for the months of October 2019 through March 2020, summing to $42,000. The complaint ~~alleged~~alleges claims for breach of contract, quantum meruit,, unjust enrichment and account stated.

On ~~July 22, 2020,~~February 9, 2021, the Company filed its answer, defenses and counterclaims in this action. Among other ~~allegations,~~things, the Company ~~averred~~avers that SCS’s claims ~~were~~are barred by its unclean hands and other inequitable conduct, including breach of its duties (i) to maintain the confidentiality of information provided to SCS and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also ~~averred~~avers, in its counterclaims, that SLS owes the ~~New York Supreme Court lacked subject matter jurisdiction~~Company damages in excess of the $42,000 sought in the main action because ~~SCS conceded~~SLS was at least grossly negligent in any due diligence it ~~is a Florida LLC based in Florida and~~undertook before recommending that the Company ~~is a Nevada corporation based~~acquire Prime EFS LLC in ~~Florida.~~
On July 31, 2020, SCS moved for summary judgment in this action. On November 4, 2020, the Supreme Court, New York County, heard argument on the Company’s motion to dismiss, granted the motion, and denied SCS’s motion for summary judgment as moot (the “Decision”). SCS did not seek reconsideration and/or appeal from the Decision within the prescribed time periods. However, on or about January 14, 2021, SCS refiled this action in the state court in Florida, seeking the same $~~42,000~~ ~~in damages.~~
On February 9, 2021, the Company filed its answer, defenses and counterclaims to the Florida action. Among other things, the Company avers that SCS’s claims are barred by its unclean hands and breaches of its duties under the consulting agreement.June 2018. SCS filed a motion to strike TLSS’s defenses and counterclaims, and TLSS opposed that application. Those motions remain sub judice.
A two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims. Since the mistrial, there have been no further filings or proceedings in this case.

The Company believes it has substantial defenses to all claims alleged in SCS’s complaint. The Company therefore intends to defend this case vigorously.

~~Based~~Because there have been no further filings or proceedings on ~~the early stage of~~ this ~~matter,~~case since April 2022, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. However, the demand remains $42,000.

Shareholder Derivative Action

On June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15^th Judicial Circuit in and for Palm Beach County, Florida (the “Court”) captioned SCS, LLC, derivatively on behalf of Transportation and Logistics Systems, Inc. v. John Mercadante, Jr., Douglas Cerny, Sebastian Giordano, Ascentaur LLC and Transportation and Logistics Systems, ~~Inc~~.Inc. The action has been assigned Case No. 2020-CA-006581.

The plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the Company, Lawrence Sands. The complaint alleges that between April 2019 and June 2020, the immediately prior chairman and chief executive officer of the Company, Mercadante, the former chief development officer of the Company, Cerny, and, since February 2020, the Company’s then restructuring consultant who is now chairman and chief executive officer of the Company, Giordano, breached fiduciary duties owed to the Company. Prior to becoming CEO, Giordano rendered his services to the Company through the final named defendant in the action, Ascentaur LLC.

Briefly, the complaint alleges that Mercadante breached duties to the Company by, among other things, requesting, in mid-2019, that certain preferred equity holders, including SCS, convert their preferred shares into Company Common Stock in order to facilitate an equity offering by the Company and then not consummating that offering. The complaint also alleges that Mercadante and Cerny caused the Company to engage in purportedly wasteful and unnecessary transactions such as taking merchant cash advances (MCA) on disadvantageous terms. The complaint further alleges that Mercadante and Cerny “issued themselves over two million shares of common stock without consideration.” The complaint seeks unspecified compensatory and punitive damages on behalf of the Company for breach of fiduciary duty, negligent breach of fiduciary duty, constructive fraud, and civil conspiracy and the appointment of a receiver or custodian for the Company.

Company management tendered the complaint to the Company’s directors’ and officers’ liability carrier for defense and indemnity purposes, which coverage is subject to a $250,000 self-insured retention. Each of the individual defendants and Ascentaur LLC has advised that they vigorously deny each and every allegation of wrongdoing alleged in the complaint. Among other things, Mercadante asserts that he made every effort to consummate an equity offering in late 2019 and early 2020 and could not do so solely because of the Company’s precarious financial condition. Mercadante also asserts that he made clear to SCS and other preferred equity holders, before they converted their shares into common stock, that there was no guarantee the Company would be able to consummate an equity offering in late 2019 or early 2020. In addition, Mercadante and Cerny assert that they received equity in the Company on terms that were entirely fair to the Company and entered into MCA transactions solely because no other financing was available to the Company.

By order dated and issued September 15, 2022, the Circuit Judge assigned to this case dismissed the original Complaint in the matter, finding (a) that SCS had failed to adequately allege it has standing and (b) that the complaint fails to adequately allege a cognizable claim. The dismissal was without prejudice, meaning SCS could attempt to replead its claims.
On October 5, 2022, SCS filed an Amended Complaint in this action. By order dated and issued December 19, 2022, the Circuit Judge assigned to this case once again dismissed the case, finding (a) that SCS still failed to adequately allege it has standing and (b) that the complaint still fails to adequately allege a cognizable claim. Once again, however, the dismissal was without prejudice.
2524

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, ~~2022~~2023
(Unaudited)

On ~~August 5, 2020, all~~January 18, 2023, SCS filed a Second Amended Complaint in this action. All defendants once again moved to dismiss the ~~complaint~~pleading or in the alternative for ~~failure to state~~summary judgment on it in their favor. The Court heard argument on that motion on March 9, 2023. As of this writing, the parties are awaiting a ~~claim upon which relief can be granted. Among other things, movants assert that, through this lawsuit, SCS is improperly attempting to second-guess business decisions made~~ruling by the ~~Company’s Board of Directors, based solely~~Court on ~~hindsight (as opposed to any well-pleaded facts demonstrating a lack of care or good faith). Movants also assert that~~ the majority of the claims are governed by Nevada law because they concern the internal affairs of the Company. Movants further assert that, under Nevada law, each of the business decisions challenged by SCS is protected by the business judgment rule. Movants further assert that, even if SCS could rebut the presumption that the business judgment rule applies to all such transactions, SCS has failed to allege facts demonstrating that intentional misconduct, fraud, or a knowing violation of the law occurred, a requirement under Nevada law in order for director or officer liability to arise. Movants further assert that, because SCS’s constructive fraud claim simply repackages Plaintiff’s claims for breach of fiduciary duty, it too must fail. Movants also contend that in the absence of an adequately-alleged independent cause of action, let alone an unlawful agreement between the defendants entered into for the purpose of harming the Company, SCS’s claim for civil conspiracy must also be dismissed. Finally, movants contend that SCS’s extraordinary request that a receiver or custodian be appointed to manage and supervise the Company’s activities and affairs throughout the duration of this unfounded action is without merit ~~inter alia~~ ~~because SCS does not allege the Company is subject to loss so serious and significant that the appointment of a receiver or custodian is “absolutely necessary to do complete justice.”~~
~~The Court is scheduled to hear argument on all defendants’ MTD on June 2, 2022.~~motion.

While they hope to prevail on the March 9, 2023, motion, win or lose, ~~Company management and Ascentaur LLC~~defendants in this action advise that they believe the action to be frivolous (a position with which we agree) and intend to mount a vigorous defense to this ~~action, as they believe the action to be entirely bereft of merit.~~action.

ItOwing to the fact that no discovery has occurred in the case, however, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. In a derivative case, any recovery is to be paid to the corporation; however, the individual defendants in this case are fully indemnified by the Company unless a final judgment is entered against them for deliberate or intentional misconduct.

Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al.

On August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20.
In this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a box truck leased by Prime EFS and subleased to Shypdirect and being driven by a Prime EFS employee, in which the plaintiff’s ankle was injured. Plaintiff has thus far transmitted medical bills exceeding $789,000. Prime EFS and Shypdirect ~~have~~ demanded their vehicle liability carrier assume the defense of this action. To date, the carrier has not done so, allegedly inter alia because the box truck was not on the list of insured vehicles at the time of the accident.

On November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against the insurance company in an effort to obtain defense and indemnity for this action.

On May 21, 2021, Prime EFS and Shypdirect also filed inan action in the Supreme Court, State of New York, Suffolk County (the “Suffolk County Action”), seeking defense and indemnity for ~~the Mercedes-Mejia action~~this claim from the insurance brokerage, TCE/Acrisure LLC, which sold the County Hall insurance policy to ~~Prime.~~Shypdirect.

On August 19, 2021, the Plaintiff filed a motion for leave to file a ~~first amended complaint~~First Amended Complaint to name four (4) additional parties as defendants – TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. In the claim against TLSS, Plaintiff seeks to “pierce the corporate veil” and hold TLSS responsible for the alleged liabilities of Prime and/or Shypdirect as the supposed alter ego of these subsidiaries. In the claims against Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc., Plaintiff seeks to hold these entities responsible for the alleged liabilities of Prime and/or Shypdirect on a successor liability theory.
On September 16, 2021, each of these entities filed papers in opposition to this motion.

On September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint, ~~herein,~~ thus adding TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. as Defendants.
On October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action.
On November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled their Third-Party Complaint against TCI/Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the Third-Party Complaint, denying its material allegations.

On March 2, 2022, Plaintiff sought and was granted leave to file a Second Amended Complaint, bringing claims against Prime and Shypdirect’s vehicle liability carrier, County Hall (for discovery) as well as the producing broker, TCE/Acrisure. Plaintiff also asserted additional alter ego allegations against TLSS.
On February 15, 2023, Plaintiff filed a motion for leave to file a Third Amended Complaint in this action, seeking to assert claims against TLSS’s former CEO, John Mercadante, also on a “pierce the corporate veil” theory. On March 9, 2023, TLSS, Prime and Shypdirect opposed the motion for leave to add Mercadante, arguing that any claim against Mercadante would be both futile and time-barred. On March 31, 2023, the Court denied Plaintiff’s motion to add Mr. Mercadante as a party.
In January and February 2023, numerous depositions were taken in the case, including those of Messrs. Giordano and Mercadante. Under the currently operative pre-trial order, entered October 4, 2022, all discovery in this case must be concluded by June 30, 2023. However, it appears likely that the discovery ~~period~~cutoff will be extended beyond June 30, 2023.
Under New Jersey law, it is well established that a corporation is a separate entity from its shareholder(s) and a primary reason for incorporation is the insulation of shareholders from the liabilities of the corporate enterprise.
The New Jersey Supreme Court in Richard A. Pulaski Const. Co. v. Air Frame Hangars, Inc., 195 N.J. 457, 472–73 (2008) held that, in light of the fundamental propositions that a corporation is a separate entity from its shareholders, and “that a primary reason for incorporation is the insulation of shareholders from the liabilities of the corporate enterprise,” courts will not pierce a corporate veil “[e]xcept in cases of fraud, injustice, or the like...’” (citations omitted). The New Jersey Supreme Court further held that:
The limitations placed on a claimant’s ability to reach behind a corporate structure are intentional, as “[t]he purpose of the doctrine of piercing the corporate veil is to prevent an independent corporation from being used to defeat the ends of justice, to perpetrate fraud, to accomplish a crime, or otherwise to evade the law[.]” (citations omitted). Hence, to invoke that form of relief, “the party seeking an exception to the fundamental principle that a corporation is a separate entity from its principal bears the burden of proving that the court should disregard the corporate entity.”.
25
TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
The purpose of piercing the corporate veil is thus to prevent an independent corporation from being used to defeat the ends of justice, perpetrate fraud, to accomplish a crime, or otherwise to evade the law.
To pierce the corporate veil and impute alter ego liability on TLSS for the alleged torts of Prime, Shypdirect and/or their agents, employees and servants, the Plaintiff herein would have to establish: (1) that Prime and Shypdirect were “utterly dominated” by TLSS and (2) that respecting the separate corporate existences of the subsidiaries would perpetrate a fraud or injustice, or otherwise circumvent the law. FDASmart, Inc. v. Dishman Pharmaceuticals and Chemicals, Ltd., et al., 448 N.J. Super. 195, 204 (App. Div. 2016). A plaintiff must satisfy this burden by clear and convincing evidence.
To determine whether the first element has been satisfied, courts consider whether the parent company so dominated the subsidiary that the latter had no separate existence but was merely a conduit for the parent. In considering the level of dominance exercised by the parent over the subsidiary, the court will consider factors such as common ownership, financial dependency, interference with a subsidiary’s selection of personnel, disregard of corporate formalities, and control over a subsidiary’s marketing and operational policies.
To date, to the best of the undersigned’s knowledge, information and belief, no discovery has been taken in this action which would permit the imposition of alter ego liability on TLSS for the subject accident.
To date, to the best of the undersigned’s knowledge, information and belief, no discovery has been ~~extended to August 5, 2022. All Defendants~~taken in this action ~~intend~~which would permit the imposition of successor liability on Shyp CX, Inc., Shyp FX, Inc. and/or Cougar Express, Inc. for the subject accident.
Under a so-called MCS-90 reimbursement endorsement to the County Hall policy, TLSS believes that Prime and Shypdirect may have up to $750,000 in coverage under a 1980 federal law under which County Hall is “require[d] to pay damages for certain claims or ‘suits’ that are not covered by the policy.” (See Endorsement CHI – 290 (02/19) to County Hall policy effective May 31, 2019.)
TLSS intends to vigorously defend ~~themselves~~itself in this action and to pursue the third-party actions, in the name and right of Prime and Shypdirect, against both County Hall and TCE/ Acrisure.
However, owing to the early stage of this heavily litigated action, we cannot evaluate the likelihood of an adverse outcome or estimate the Company’s liability, if any, in connection with this claim.
~~Holdover Proceeding~~Maria Lugo v. JFK Cartage
~~On February 16, 2022, the landlord for the leased premises from which Cougar Express conducts its Valley Stream New York business, Airport Park LLC (“~~~~Airport~~~~”), filed~~The Company’s JFK Cartage, Inc. subsidiary is one of three (3) defendants in an action ~~to evict~~captioned Maria Lugo v. JFK Cartage, Inc. d/b/a Fifth Dimension Logistix, Joan Ton, individually, and ~~for unpaid holdover rent against Cougar Express and TLSS.~~Chris Bartley, individually. The case is pending in Supreme Court, State of New York, Queens County, Index No. ~~LT-000550-22/NA, filed in Landlord Tenant Court in Nassau County District Court.~~704862/2022.

In this action, which was filed March 4, 2022, a former employee of JFK Cartage alleges that she suffered discrimination and retaliation in violation of the New York City Human Rights Law and the New York State Human Rights Law. The former employee alleges that on December 28, 2021, she had Covid-19 symptoms, advised the defendants she was feeling ill and went home early to take a home test. She further alleges that on December 30, 2021, she tested positive for Covid-19 and informed defendants she had to isolate for ten (10) days. Plaintiff alleges that she returned to work on January 7, 2022, but that her employment was terminated later that day by defendant Bartley who “questioned the authenticity of the at-home test, accusing her of fraud.” Plaintiff claims her employment “was terminated due to her disability (a Covid-19 infection) and in retaliation for her requesting reasonable accommodation for the illness she suffered.” She seeks unspecified compensatory damages, including lost pay and benefits, punitive damages and attorneys’ fees.
On December 16, 2022, all defendants filed an answer and affirmative defenses, denying all claims for statutory violations. The case ~~Airport seeks~~is currently in discovery. The conduct alleged in the complaint occurred prior to ~~evict~~ the ~~tenants forthwith and~~Company’s July 31, 2022, acquisition of JFK Cartage, Inc. The Company believes that, in relation to ~~collect $51,079.78~~this action, it has a right to full indemnification from the selling stockholder (including for ~~each month~~attorneys’ fees) as well as set-off rights against notes payable to the selling stockholder.
Owing to (among other things) the fact that discovery in this action has just begun, it is not possible to evaluate the likelihood of ~~holdover occupancy starting January 1, 2022 through~~a favorable or unfavorable outcome, nor is it possible to estimate the ~~month~~amount or range of any ~~eviction, plus statutory interest, costs and attorneys’ fees. $51,079.78~~ ~~is twice the monthly rent collected~~potential loss in the ~~last year~~matter.
Elaine Pryor v. Rocio Perez, et al.
The Company’s Freight Connections, Inc. subsidiary (“FCI”) was one of ~~the expired lease~~three (3) named defendants in an action captioned Elaine Pryor v. Rocio Perez, North Trucking & Logistics, LLC and Freight Connections, Inc. The case is ~~computed correctly under the holdover provision~~pending in the expired lease. TLSS does not believe it can be held liable in this case because, unlike its subsidiary Cougar Express, TLSS was not tenant in the subject premises nor has it ever conducted business there.Superior Court of New Jersey, Essex County, Docket No. ESX-L-5147-18.

In ~~March 2022, Cougar Express~~this action, which was filed in 2018, plaintiff alleges that on February 1, 2017, she suffered personal injuries in a collision between her motor vehicle and ~~Airport began discussions in hopes~~a truck operated by a then employee of ~~settling this matter. To facilitate those discussions, Cougar has paid rent~~FCI. Plaintiff alleges that the truck was owned by FCI and leased to ~~Airport at a rate of $33,275~~ ~~per month for January-May, 2022, inclusive, and may need to pay rent~~North Trucking & Logistics at the ~~same rate in June 2022~~time.
At present, there are two other actions pending related to insurance coverage for the accident. They are Acceptance Indemnity Insurance Company v. Freight Connections, LLC (Superior Court of New Jersey, Essex County, Docket No. ESX-L-7144-19) and ~~future months~~New Jersey Manufacturers Insurance Company, as ~~well. In consideration for this interim arrangement, Airport adjourned~~subrogee of Elaine Pryor v. Acceptance Indemnity Insurance Company (Superior Court of New Jersey, Essex County, Docket No. ESX-L-5120). These two actions involving insurance coverage questions have been consolidated with the ~~hearing date on its petition to vacate from March 10, 2022 to May 19, 2022.~~Pryor personal injury claim.

26

TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED ~~CONDENSED~~ CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, ~~2022~~2023
(Unaudited)

~~While Cougar Express intends, among various options,~~In an opinion issued November 16, 2022, the court denied all parties’ motions for summary judgment on the insurance coverage issues.
The conduct alleged in the Pryor complaint occurred prior to ~~continue~~the Company’s September 16, 2022, acquisition of FCI. The selling stockholder of FCI has advised the Company that the truck in question was not owned by FCI at the time of the accident and hence that FCI is not a proper party defendant in this action.
On May 8, 2023, the Court in the Elaine Pryor action the entered an order, on the consent of counsel for all parties, directing that the name of defendant FCI be changed to ~~discuss with Airport~~Freight Connections LLC and that this change be reflected in the caption of the case (the “May 8, 2023 Order”). Freight Connections LLC is not a ~~possible lease extension for~~corporate affiliate of FCI but is rather an independent trucking company that is wholly-owned by the ~~Valley Stream premises, there~~individual who sold the stock of FCI to TLSS-FC effective September 16, 2022. (See Note 1 above.)
Owing to the May 8, 2023 Order, the Company does not believe that it can be ~~no assurance that those discussions will, in fact, result in a lease extension on terms Cougar Express finds acceptable.~~ In the event Cougar Express does not sign a lease extension with Airport, it is likely that Airport will continue to press its lawsuit for holdover rent of $51,079.78 per month for each month of occupancy until Cougar Express exits the premises, plus statutory interest, costs and attorneys’ fees, while giving Cougar a creditadjudged liable for any ~~and all rent paid~~verdict or settlement in ~~CY 2022.~~the Elaine Pryor action.

Other than discussed above, as of March 31, ~~2022,~~2023, and as of the date of this filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of our operations.

Employment agreements

On January 3, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $400,000 as well as annual discretionary bonuses based on the Company’s achievement of performance targets, grants of options, restricted stock or other equity, potentially constituting (with prior grants made to Ascentaur), at the discretion of the Company’s Board of Directors, up to 5% of the outstanding common stock of the Company, vesting over the term of the employment agreement, business expense reimbursement and benefits as generally made available to the Company’s executives. Pursuant to this employment agreement, on March 11, 2022, the Company’s Board of Directors granted the chief executive officer 122,126,433 shares of its common stock (see Note 9)8).

On January 3, 2022, the Company retained the services of Mr. James Giordano (no relation to Mr. Sebastian Giordano) as Chief Financial Officer. In addition, Mr. James Giordano is appointed the Company’s Treasurer. Previously, Mr. James Giordano served as Chief Financial Officer and consultant to Freight Connections, Inc., a LTL/line haul transportation services and warehousing provider. Prior to that, he served as Chief Financial Officer for Farren International, a global supplier of transportation and rigging services. Mr. James Giordano’s employment with the Company is at will. He will receive annual compensation of $250,000 as well as annual discretionary bonuses and equity grants, business expense reimbursement and benefits as generally made available to the Company’s executives. On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to the Company’s chief financial officer for 11,363,636 common shares of the Company which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 2,840,909 shares vesting on March 31, 2022, and 2,840,909 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $125,000 and will record stock-based compensation expense over the vesting period (See Note 8).
On July 6, 2022, the Company entered into a definitive Employment Agreement with James Giordano for Mr. Giordano to serve as the Company’s Chief Financial Officer. The term of such Employment agreement is for a period of two and one-half years through December 31, 2025, which term may not be terminated early by the Company except for “cause” as defined in such agreement. Annual base compensation is $250,000, with an annual bonus for 2022 in total up to a maximum of $125,000 per year conditioned on the achievement of specified milestones, and future annual bonuses to be conditioned on achievement of milestones to be negotiated based on the circumstances of the Company at such time.
On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connection and Mr. Joseph Corbisiero entered into an employment agreement to act as Freight Connections chief executive officer with a term extending through September 16, 2025, which provides for initial annual compensation of $165,000. Base salary shall increase to $175,000 in year two and $200,000 in year three. In addition, Mr. Corbisiero shall be entitled to annual discretionary bonuses based on Freight Connection’s achievement of certain performance results for earnings before interest, taxes, and depreciation and amortization. Furthermore, Mr. Corbisiero shall have the opportunity to earn annual discretionary bonuses in the form of grants of stock options, restricted stock or other equity, at the discretion of the Company’s Board of Directors, up to 25% of the annual base salary and such grant would vest over a three-year period. Mr. Corbisiero shall be entitled to business expense reimbursement and benefits as generally made available to the Company’s executives and shall receive an $800 per month auto allowance.

NOTE ~~12–~~11– RELATED PARTY TRANSACTIONS AND BALANCES

Due to related parties

~~On December 22, 2020,~~During the ~~Company’s former~~three months March 31, 2023, Freight Connections incurred outside trucking costs with companies owned by the Freight Connections Seller, who is currently Freight Connection’s chief executive ~~officer advanced~~officer. In connection with the ~~Company~~outside trucking services, Freight Connections recorded aggregate outside trucking expense of $~~30,000~~770,707~~. The advance~~, which is ~~non-interest bearing~~included in costs of sales on the unaudited accompanying consolidated statement of operations. As of March 31, 2023 and December 31, 2022, the aggregate amount due to these companies amounted to $324,551 and $115,117, respectively, which is included in accounts payable on ~~demand. On January 29, 2021,~~ the ~~Company repaid this advance.~~accompanying unaudited consolidated balance sheets.

Notes payable – related party

On ~~July 3, 2019,~~September 16, 2022, in connection with the ~~Company entered into~~acquisition of Freight Connections, Freight Connections issued a promissory note ~~agreement with an entity that is controlled by the Company’s former chief executive officer’s significant other,~~ in the amount of $~~500,000~~4,544,671~~. Commencing~~ to the Freight Connections Seller, who became the chief executive officer of Freight Connections. The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on ~~September 3, 2019~~December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections. On March 31, 2023 and ~~continuing on~~December 31, 2022, the ~~third day of each month thereafter, payments of interest only on the outstanding~~ principal ~~balance of~~amount related to this note was due and payable. Commencing on January 3, 2020 and continuing on the third day of each month thereafter through January 3, 2021, equal payments of principal and interest should have been made. The principal amount of this note and all accrued, but unpaid interest under this note was due and$4,544,671, which is included in notes payable on the ~~earlier to occur of (i)~~ ~~January 3, 2021~~ ~~(the “~~~~CEO~~unaudited accompanying balance sheets (See Note ~~Maturity Date~~~~”), or (ii) an Event of Default (as defined in the note agreement)~~7). ~~Interest accrued with respect to the unpaid principal sum identified above until such principal was paid at a rate equal to~~
18% per annum. On March 17, 2021, the Company and the noteholder entered into a forbearance agreement whereby the Holder agreed to forbear from prosecuting any enforcement efforts in respect of the Note and extended the payment of the note until December 31, 2021. On October 31, 2021, the Company and this related party note holder entered into a confidential settlement agreement and mutual release. The Parties adjusted, settled and compromised the principal balance of the Note of $~~500,000~~ ~~and unpaid accrued interest thereon of $240,822, for a discounted amount of $600,000, in full settlement of any and all amounts outstanding. The settlement amount was paid in November 2021.~~
27

~~During the three months ended March 31, 2021, interest expense associated with advances from related parties and related party notes payable amounted to $22,192~~ ~~and is included in interest expense – related parties on the accompanying unaudited condensed consolidated statement of operations.~~TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2023
(Unaudited)
NOTE 1312 – CONCENTRATIONS

For the three months ended March 31, 2023, one customer represented approximately 17.0% of the Company’s total net revenues. For the three months ended March 31, 2022, four customers represented 71.7% of the Company’s total net revenues (22.2%, 20.2%, 18.1% and 11.2%, respectively). ~~For the three months ended~~
On March 31, ~~2021, two customers, Amazon and Federal Express,~~2023, one customer represented approximately ~~77.5~~13.0~~% and~~ ~~16.3~~% of the Company’s ~~total~~ net ~~revenues, respectively.~~accounts receivable balance. On ~~March~~December 31, 2022, three customers represented ~~55.1~~46.7% (18.2%, 17.9% and 10.6%, respectively) of the Company’s net accounts receivable ~~balance (22.1~~%, ~~17.4~~% ~~and~~ ~~15.6%, respectively).~~balance.

All revenues are derived from customers in the United States.
NOTE 13 – OPERATING AND FINANCING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING AND FINANCING LEASE LIABILITIES
As a result of the acquisition of JFK Cartage, Freight Connection and Severance Trucking, the Company assumed several non-cancelable operating leases for the lease of office, warehouse spaces, and parking spaces. Additionally, as a result of the acquisition of Severance Trucking, the Company assumed several non-cancelable financing leases for revenue equipment.
Effective January 1, 2023, the Company entered into a lease agreement for warehouse space in Ridgefield, NJ. The lease is for a period of 60 months, commencing on January 1, 2023 and expiring on December 31, 2027. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of; (i) $41,071 in the first year; (ii) $42,303 in the second year; (iii) $43,572 in the third year; (iv) $44,880 in the fourth year and; (v) $46,226 in the fifth year, plus a pro rata share of operating expenses beginning January 2023.
In adopting ASC Topic 842, Leases (Topic 842) on January 1, 2019, the Company had elected the ‘package of practical expedients’, which permitted it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Upon signing of new leases or the assumption of leases for property, the Company analyzed the new or assumed leases and determined it is required to record a lease liability and a right of use asset on its consolidated balance sheets, at fair value.
During the three months ended March 31, 2023 and 2022, in connection with its property operating leases, the Company recorded rent expense of $1,078,560 and $101,337, respectively, which is expensed during the period and included in operating expenses on the accompanying unaudited consolidated statements of operations.
The significant assumption used to determine the present value of the lease liabilities was discount rates ranging from 8% to of 9% which was based on the Company’s estimated average incremental borrowing rate.
On March 31, 2023 and December 31, 2022, right-of-use asset (“ROU”) is summarized as follows:
SCHEDULE OF RIGHT OF USE ASSET
March 31, 2023 December 31, 2022
Office leases and equipment right of use assets $ 13,500,093 $ 9,084,594
Less: accumulated amortization (1,349,561 ) (627,511 )
Balance of ROU assets $ 12,150,532 $ 8,457,083
On March 31, 2023 and December 31, 2022, operating and financing lease liabilities related to the ROU assets are summarized as follows:
SCHEDULE OF OPERATING LEASE LIABILITY TO ROU ASSET
March 31, 2023 December 31, 2022
Lease liabilities related to office leases and revenue equipment right of use assets $ 12,225,522 $ 8,495,036
Less: current portion of lease liabilities (3,006,297 ) (2,081,099 )
Lease liabilities – long-term $ 9,219,225 $ 6,413,937
On March 31, 2023, future minimum base lease payments due under non-cancelable operating and financing leases are as follows:
SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES
Twelve months ended March 31, Amount
2024 $ 3,937,442
2025 3,783,418
2026 3,322,251
2027 2,336,213
2028 995,432
Thereafter 54,786
Total minimum non-cancelable operating lease payments 14,429,542
Less: discount to fair value (2,204,020 )
Total lease liability on March 31, 2023 $ 12,225,522

NOTE 14 – SUBSEQUENT EVENTS
~~Common shares issued upon conversion of Series E preferred shares~~Credit Facility – Related Parties

On April ~~13, 2022,~~14, 2023, the Company’s Board of Directors approved a credit facility (the “Credit Facility”) under which the Company ~~issued~~ would obtain unsecured senior debt financing of up to $~~38,500,868~~1,000,000. The terms of the Credit Facility provide for interest at 12% per annum. The maturity date of the financing will be December 31, 2023, provided, however, the Company may prepay a loan at any time without premium or penalty. Each loan under the Credit Facility will be made on promissory notes. During April 2023, the Company received initial loans under the Credit Facility, in the following amounts: (a) $500,000 ~~shares~~from John Mercadante on April 17, 2023; Mr. Mercadante is a Director of ~~its common stock in connection with~~ the ~~conversion~~Company; and (b) $100,000 from Sebastian Giordano on April 21, 2023; Mr. Giordano is the Company’s Chief Executive Officer, President, and Chairman of ~~10,240~~ ~~shares~~the Board of ~~Series E preferred shares. The conversion ratio was based on the Series E certificate of designation, as amended.~~Directors.

~~Common shares issued in warrant exercises~~
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~~On April 13, 2022, the Company issued~~ ~~40,086,207~~ ~~shares of its common stock in connection with the cashless exercise of~~ ~~22,142,857~~ ~~warrants. The exercise price was based on contractual terms of the related warrant.~~
~~Legal matters~~
~~On April 29, 2022, all parties to the Bellridge State Court Action settled the Bellridge State Court action and exchanged mutual general releases for a cash payment by the Company of $250,000. In connection with this settlement, the Company shall pay $250,000~~ to Bellridge which as March 31, 2022 has been accrued and included in accrued expenses on the accompanying unaudited condensed consolidated balance sheets. The settlement amount was paid in May 2022. In partial consideration for the settlement, effective April 29, 2022, the Company and Bellridge also cancelled the ~~700,000~~ ~~shares of Series B Preferred Stock previously held by Bellridge, as reflected on the Company’s balance sheets as of March 31, 2022 and December 31, 2021.~~
~~See Note 11 for other legal matters.~~
~~Shyp FX asset purchase agreement~~
On April 28, 2022, Shyp FX, which is exclusively dedicated to servicing Federal Express routes in northern New Jersey, had entered into an asset purchase agreement ("APA") to sell substantially all of its assets in an all-cash transaction expected to generate net proceeds of approximately $~~755,000~~, not accounting for expenses incurred by FX in negotiating or consummating the transaction. The Company had concluded that the operations of Shyp FX no longer fit into its long-term growth plans. Under the terms of the APA, gross proceeds shall be approximately $~~830,000, inclusive of closing adjustments payable in cash at closing, adjusted for a broker's commission of $75,000~~. The Buyer has already been approved by Federal Express and is merely awaiting final setup processing within the Federal Express system to enable the transaction to close. The transaction is expected to close during the third week of May 2022.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements often can be identified using terms such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “approximate” or “continue,” or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management’s best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. Factors that may affect the results of our operations include, among others: our ability to successfully execute our business strategies, including integration of acquisitions and the future acquisition of other businesses to grow our Company; customers’ cancellation on short notice of master service agreements from which we derive a significant portion of our revenue or our failure to renew such master service agreements on favorable terms or at all; our ability to attract and retain key personnel and skilled labor to meet the requirements of our labor-intensive business or labor difficulties which could have an effect on our ability to bid for and successfully complete contracts; the ultimate geographic spread, duration and severity of the coronavirus outbreak and the effectiveness of actions taken, or actions that may be taken, by governmental authorities to contain the outbreak or ameliorate its effects; our failure to compete effectively in our highly competitive industry, which could reduce the number of new contracts awarded to us or adversely affect our market share and harm our financial performance; our ability to adopt and master new technologies and adjust certain fixed costs and expenses to adapt to our industry’s and customers’ evolving demands; our history of losses, deficiency in working capital and a stockholders’ deficit and our inability to achieve sustained profitability; material weaknesses in our internal control over financial reporting and our ability to maintain effective controls over financial reporting in the future; our substantial indebtedness, which could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations; the impact of new or changed laws, regulations or other industry standards that could adversely affect our ability to conduct our business; and changes in general market, economic, social and political conditions in the United States and global economies or financial markets, including those resulting from natural or man-made disasters.

Other important factors which could cause our actual results to differ materially from the forward-looking statements in this document include, but are not limited to, those discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those discussed elsewhere in this report and as set forth from time to time in our other public filings and public statements. You should read this report in its entirety and with the understanding that our actual future results may be materially different from what we expect. We may not update these forward-looking statements, even in the event that our situation changes in the future, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

~~Effects~~Risks and uncertainties
We maintain our cash in bank and financial institution deposits that at times may exceed federally insured limits. On March 31, 2023, cash in bank in excess of ~~COVID-19~~FDIC insured levels amounted to $0. On March 12, 2023, Signature Bank, our financial institution, was closed by its state chartering authority, the New York State Department of Financial Services. On that same date the FDIC was appointed as receiver and transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. At the time of closing, the Company had all of its cash at Signature Bank. Based upon the announcement on March 12, 2023, from the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC, the Company expected to have access to all of its deposits at Signature Bank. We did not lose access to our accounts or experience interruptions in banking services, and we suffered no losses with respect to our deposits at Signature Bank as a result of the bank’s closure. Normal banking activities resumed on Monday, March 13, 2023. We are currently looking at additional banking options to ensure that our exposure is limited or reduced to the FDIC protection limits.

The COVID-19 pandemic and resulting global disruptions have affected our businesses, as well as those of our customers and their third-party suppliers and sellers. To serve our customers while also providing for the safety of our employees and service providers, we have adapted numerous aspects of our logistics and transportation processes. We continue to monitor the rapidly evolving situation and expect to continue to adapt our operations to address federal, state, and local standards as well as to implement standards or processes that we determine to be in the best interests of our employees, customers, and communities.

The impact of the pandemic and actions taken in response to it had some effects on our results of operations. Effects of the pandemic have included increased fulfillment costs, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. We expect to continue to be affected by possible procurement and shipping delays, supply chain interruptions, higher product demand in certain categories, lower product demand in other categories, and increased fulfillment costs and cost of sales as a percentage of net sales and it is not possible to determine the duration and spread of the pandemic or such actions, the ultimate impact on our results of operations during ~~2022,~~2023, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations.

Overview

Transportation and Logistics Systems, Inc. (“~~TLSS~~”TLSS” or the “~~Company~~”“Company”) ~~was~~is a holding company incorporated under the laws of the State of Nevada, on July 25, 2008. ~~The Company operates through its~~Its active wholly-owned operating subsidiaries, Cougar Express, Inc., Freight Connections, Inc., JFK Cartage, Inc. and Severance Trucking Co., Inc. (acquired in 2023, along with Severance Warehousing, Inc. and McGrath Trailer Leasing, Inc., and hereafter referred to as “Severance Trucking”, together provide a full suite of logistics and transportation ~~company~~services, specializing in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile, and long-haul ~~services for predominantly online retailers.~~services. Such entities operate several warehouse locations located in New York, New Jersey, Connecticut and Massachusetts. Inactive subsidiaries include: TLSS Acquisition, Inc. (“TLSSA”), Shyp CX, Inc. (“Shyp CX”), Shyp FX, Inc. (“Shyp FX”), TLSS-FC, Inc. (“TLSS-FC”) and TLSS-STI, Inc. (“TLSS-STI”).

We are primarily an asset-based point-to-point delivery company. An asset-based delivery company, as compared to a non-asset-based delivery company, owns its own transportation ~~equipment. We employ~~equipment and employs its own drivers. As of March 31, 2023, through our ~~own drivers~~active subsidiaries, we owned approximately 83 vehicles consisting of trucks, box trucks and ~~use the services of independent contractors who may use their own vehicles.~~
~~Between June 18, 2018~~vans, 86 trailers, and September 30, 2020, we operated through two New Jersey-based subsidiaries. Those subsidiaries were Prime EFS, LLC, which conducted a last-mile business focused on deliveries to retail consumers for our primary customer in New York, New Jersey and Pennsylvania (“Prime EFS”), and Shypdirect, LLC (“Shypdirect”), which formed in July 2018 and focused on, and conducted, our long-haul and mid-mile delivery businesses.
The great bulk of Prime EFS’s business prior to September 30, 2020 was conducted pursuant to the Delivery Service Provider program (the “Prime EFS DSP Program”) of Amazon Logistics, Inc., a subsidiary of Amazon.com, Inc. (“Amazon”). In June 2020, Amazon gave notice to Prime EFS that Amazon would not be renewing the Prime EFS DSP Program agreement when that agreement terminated effective September 30, 2020. Amazon made clear to Prime EFS that Amazon’s decision not to renew the DSP agreement was part of a well-publicized initiative by Amazon to restructure how it would be delivering its last-mile services and did not reflect the quality of the services provided by Prime EFS. Prime EFS ceased operations on September 30, 2020 due to Amazon’s non-renewal of the Prime EFS DSP Program.21 forklifts, while employing approximately 65 drivers.

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~~Shypdirect conducted its business~~In addition, our operations utilize the services of independent contractors, who generally use their own vehicles, on an as a carrier under a relay program service agreement with Amazon Logistics, Inc., last amended on August 24, 2020 (the “Program Agreement”). Under that agreement, Shypdirect provided transportation services, including receiving, loading, storing, transporting, delivering, unloading and related services for Amazon and its customers. On July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020 (the “Shypdirect Termination Notice”). On August 3, 2020, Amazon offered to withdraw the Shypdirect Termination Notice and extend the term of the Program Agreement to and including May 14, 2021, conditioned on Prime EFS executing, for nominal consideration, a separation agreement with Amazon under which Prime EFS would agree to cooperate in an orderly transition of its Amazon last-mile delivery business to other service providers, Prime EFS would release any and all claims it may have against Amazon, and Prime EFS would covenant not to sue Amazon (the “Aug. 3 Proposal”). On August 4, 2020, the Company, Prime EFS and Shypdirect accepted the Aug. 3 Proposal. The Program Agreement expired on May 14, 2021. In June 2021, Shypdirect ceased its tractor trailer and box truck delivery services to Amazon, and in July 2021, Shypdirect ceased all operations.needed basis.

~~For~~Since exiting the ~~three months ended March 31, 2022, four customers represented 71.7% of the Company’s total net revenues (22.2%, 20.2%, 18.1%~~Amazon business, we have pursued a growth by acquisitions strategy as set forth below and 11.2%, respectively). For the three months ended March 31, 2021, two customers, Amazon and Federal Express, represented 77.5% and 16.3% of the Company’s total net revenues, respectively. During the years ended December 31, 2021 and 2020, one customer, Amazon, represented 28.5% and 96.7% of our total net revenues. Approximately 28.5% of our revenue of $5,495,146 for the year ended December 31, 2021 was attributableas such, continues to Shypdirect’s now terminated mid-mile and long-haul business with Amazon. The termination of the Prime EFS last-mile business with Amazon on September 30, 2020 had a material adverse impact on the operations of Prime EFS beginning in the 4th fiscal quarter of 2020 and the termination of Shypdirect’s Amazon mid-mile and long-haul business, which was effective on or about May 14, 2021, had a material adverse impact on operations of Shypdirect beginning in the 2nd fiscal quarter of 2021. This impact caused Prime EFS and Shypdirect to become insolvent and to cease operations.
On August 16, 2021, Prime EFS and Shypdirect, executed Deeds of Assignment for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In an ABC, debtor companies, here Prime EFS and Shypdirect, together referred to as the “Assignors,” execute Deeds of Assignment, assigning all of their assets to the Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. On September 7, 2021, the ABCs were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Surrogate Court in the appropriate county, initiating a judicial proceeding. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute.
As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, we relinquished control of Prime EFS and Shypdirect. Therefore, we deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Our results of operations for the years ended December 31, 2021 and 2020 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey.pursue potential acquisition opportunities.

On November 13, 2020, we formed a wholly owned subsidiary, Shyp FX, ~~Inc.,~~ a company incorporated under the laws of the State of New ~~Jersey (“Shyp FX”).~~Jersey. On January 15, 2021, through Shyp FX, we executed an ~~asset purchase agreement (“APA”)~~APA and closed a transaction to acquire substantially all of the assets and certain liabilities of ~~Double D Trucking, Inc.,~~DDTI, a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years, ~~(“DDTI”),~~ including last-mile delivery services using vans and box trucks. The purchase price was $100,000 of cash and a promissory note of $400,000. The principal assets involved in the acquisition were vehicles for cargo transport, system equipment for vehicle tracking and navigation of vehicles, and delivery route rights together with assumption of associated customer relationships. ~~The acquisition~~We concluded that the operations of DDTI made the Company an approved contracted service provider of FedEx, which, the Company believes fits in well with its current geographic coverage area and may lead to additional expansion opportunities within the FedEx network. On April 28, 2022, Shyp FX, which is exclusively dedicated to servicing Federal Express routes in northern New Jersey, had entered into an asset purchase agreement ("APA") to sell substantially all of its assets in an all-cash transaction expected to generate net proceeds of approximately $755,000, not accounting for expenses incurred by FX in negotiating or consummating the transaction. The Company had concluded that the operations of Shyp FX no longer fit into ~~its~~our long-term growth plans. ~~Under the terms of the APA, gross proceeds shall be approximately $830,000, inclusive of closing adjustments payable~~Shyp FX sold substantially all its asset and specific liabilities in ~~cash at closing, adjusted for~~ a ~~broker's commission of $75,000. The Buyer has already been approved by Federal Express and is merely awaiting final setup processing within the Federal Express system to enable the~~ transaction ~~to close. The transaction is expected to close during the third week of May~~that closed in June 2022.

On November 16, 2020, we formed a wholly owned subsidiary, ~~TLSS Acquisition, Inc.,~~TLSSA, a company incorporated under the laws of the State of ~~Delaware (“TLSS Acquisition”).~~Delaware. On March 24, 2021, ~~TLSS Acquisition~~TLSSA acquired all the issued and outstanding shares of capital stock of Cougar Express, ~~Inc.,~~ a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the tri-state ~~area (“Cougar Express”).~~area. The purchase price was $2,000,000 of cash plus cash for the acquisition of security deposits, a cash payment equal to 50% of the difference between cash and accounts receivable acquired and accounts payable assumed, less the assumption of truck loans and leases, and a promissory note of $350,000. The previous owner of Cougar Express is barred from competing with the Cougar Express business for five years. Cougar Express was a family-owned full-service transportation business that has been in operation for more than 30 years providing one-to-four person deliveries and offering white glove services. It utilizes its own fleet of trucks, warehouse/driver/office personnel and on-call subcontractors from its convenient and secure New York JFK airport area location, allowing it to pick-up and deliver throughout the New York tri-state area. Cougar Express serves a diverse base of approximately 50 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country. We believe that the acquisition of Cougar Express fits our current business plan, given Cougar Express’s demographic location, services offered, and diversified customer base, and given that it would provide us with a long-standing, well-run profitable operation as a step to begin replacing the revenue it lost as a result of Amazon terminating its delivery service provider business. Furthermore, we believe that, because Cougar Express is strategically based in New York and serves the tri-state area, organic growth opportunities will be available for expanding its footprint into our primary base of operations in New Jersey, as well as efficiencies that could be derived by leveraging Shypdirect’s operational capabilities.

On February 21, 2021, the Company formed a wholly owned subsidiary, Shyp CX, ~~Inc.,~~ a company incorporated under the laws of the State of New ~~York (“Shyp CX”).~~York. Shyp CX does not engage in any revenue-generating ~~operations.~~operations and is currently inactive.
On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area. Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “JFK Cartage Seller”). The effective date of the acquisition was July 31, 2022. JFK Cartage operates from a 31,000 square foot warehouse with ten drive-in doors and is strategically located approximately six miles from JFK International Airport. JFK Cartage has been in business since 2008 and has been providing warehousing, cross-dock services, pickup and deliveries, and general trucking, handling airfreight, trade show freight, expedited and hotshot demand work, LTL/cartage as well as FTL, reverse logistics, white glove and residential delivery services to a broad base of over 95 commercial accounts and residential customers. JFK Cartage operates a wide-ranging fleet of specialty vehicles, from its Sprinter vans to full 53-ft. tractor trailers. JFK Cartage, with its assets, fleet and warehouse is believed to be one of the largest leading cartage agents serving the New York Tri-State area. Pursuant to the Stock Purchase and Sale Agreement with Cougar Express and JFK Cartage dated May 24, 2022, the purchase price was $1,700,000, subject to certain adjustments. The Company: (i) paid $405,712 in cash at closing; and (ii) JFK Cartage entered into a $696,935 promissory note with the JFK Cartage Seller, $98,448 of which is payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022, with the remaining balance of $598,487, payable in three annual installments of $199,496, with interest at 5.0% percent per annum on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. As of the date of this report, the $98,448 has not been paid. Additionally, Cougar Express agreed to pay the $503,065 Small Business Administration (“SBA”) loan that existed on the books of JFK Cartage, which was paid in August 2022; and (iv) agreed to pay certain accrued liabilities and other notes payable that exists on the books of JFK Cartage. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $1,102,647, which includes cash of $405,712 plus the $696,935 promissory note that is in the name of JFK Cartage. The purchase consideration amount did not include the SBA loan of $503,065 and accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation.
Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, a company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area. Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired (the “Freight Connections Seller”), is an unrelated party. Freight Connections was founded in 2016 and is a transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the area with 200,000 square feet of warehouse and cross dock space, strategically located within one mile of each other. Freight Connections offers customers an array of services including truckload, LTL, and consolidating of cartage, construction-trade, air, and rail freight, as well as warehousing and distribution services. Prior to the closing, the Company, TLSSA and Freight Connections Seller entered into an amendment to their Stock Purchase and Sale Agreement, dated as of May 23, 2022 (the “Amended SPA”), and TLSSA assigned its interest in the Amended SPA to TLSS-FC. Pursuant to the Amended SPA, the total purchase price was $9,365,000, subject to certain adjustments. TLSS-FC: (i) paid $1,525,000 in cash at closing, (ii) Freight Connections entered into a $4,544,671 secured promissory note with the Freight Connections Seller, with interest accruing at the rate of 5% per annum and then 10% per annum as of March 1, 2023 (The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections), and (iii) assumed certain debt. The Company issued to the Freight Connections Seller 178,911,844 shares of the Company’s common stock and 32,374 shares of the Company’s Series H preferred stock which is convertible into an aggregate of 323,740,000 shares of the Company’s common stock based on a conversion of 10,000 shares of common stock for each share of Series H preferred stock outstanding. The common stock and the as if converted number of Series H preferred stock were valued at $0.0059 per share based on the quoted closing price of the Company’s common stock on the measurement date, for an aggregate fair value of $2,965,646. The number of shares was calculated as follows: (a) shares of common stock of the Company equal to no more than 4.99% of the number of shares of common stock outstanding immediately after such issuance, and (b) the balance of the shares in Series H Convertible Preferred Stock, a new series of non-voting, convertible preferred stock issuable to sellers in connection with acquisitions or strategic transactions approved by a majority of the directors of the Company. TLSS-FC agreed to pay certain accrued liabilities and other notes payable that exists on the books of Freight Connections and agreed to pay the $4,544,671 secured promissory note which is in the name of Freight Connections. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $9,035,317 which includes (i) cash paid of $1,525,000, (ii) the aggregate fair value of common shares and Series H preferred shares issued to Freight Connections Seller of $2,965,646, and (iii) the $4,544,671 secured promissory note in the name of Freight Connections. The purchase consideration amount does not include accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation.
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On February 3, 2023, our newly formed wholly-owned subsidiary, TLSS-STI, closed on an acquisition of all outstanding stock of Severance Trucking Co., Inc., Severance Warehousing, Inc. and McGrath Trailer Leasing, Inc., which together, offer LTL trucking services throughout New England (collectively, “Severance Trucking”), with an effective date as of the close of business on January 31 2023. The sellers of the stock of each entity were Kathryn Boyd, Clyde Severance, and Robert Severance, all individuals (the “Sellers”). None of the Sellers are affiliated with the Company or its affiliates. Severance is a privately-owned full-service transportation carrier and logistics business that has been in operation for over 100 years specializing in LTL trucking that provides next day service to major cities in New England and New York, with cartage and interline agreements with respected carriers that ensure reliable deliveries anywhere in the United States and Canada. With annual revenues of over $13.0 million in 2022, Severance currently operates with over 120 power units and trailers and has two locations, comprised of approximately 18,000 square feet of warehouse and cross dock space, 9,000 square feet of office and 5,750 square feet of repair facilities located in Dracut, Massachusetts and approximately 16,000 square feet of warehouse space in North Haven, Connecticut. The total purchase price was $2,250,000 plus closing expenses of $10,747. TLSS-STI: (i) paid $687,808 in cash, and (ii) entered into a $1,572,939 secured promissory note with the Seller, with interest accruing at the rate of 12% per annum. The entire unpaid principal under the note, shall be due and payable in three (3) equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest thereunder, unless paid sooner. The promissory note is secured solely by the assets of Severance and a corporate guaranty from TLSS. The purchase price is subject to a post-closing adjustment, up or down, determined by the amount by which Severance working capital as of the close of business on January 31, 2023, exceeds or falls short of the target working capital, as of September 30, 2022, on which the purchase price was calculated.

The following discussion highlights the results of our operations and the principal factors that have affected the Company’s consolidated 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 consolidated financial condition and results of operations presented herein. The following discussion and analysis are based on the ~~unaudited condensed~~ consolidated financial statements contained in this ~~Quarterly~~Annual 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 ~~unaudited condensed~~ consolidated financial statements and the related notes thereto.
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Critical Accounting Policies and Significant 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 ~~unaudited condensed~~ consolidated 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. Significant estimates included in the accompanying ~~unaudited condensed~~ consolidated financial statements and footnotes include the valuation of accounts receivable, the useful life of property and equipment, the valuation of intangible assets, the valuation of assets acquired and liabilities assumed, the valuation of right of use assets and related liabilities, assumptions used in assessing impairment of long-lived assets, estimates of current and deferred income taxes and deferred tax valuation allowances, the fair value of non-cash equity transactions, ~~the valuation of derivative liabilities, the valuation of beneficial conversion features,~~ and the value of claims against the Company.

We have identified the accounting policies below as critical to our business operation:

Accounts receivable

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit worthiness, and current economic trends. Accounts are written off after exhaustive efforts at collection.
Business acquisitions
We account for business acquisitions using the acquisition method of accounting where the assets acquired and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in our consolidated financial statements as of the date of the acquisition.
Property and equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of one to twenty years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. In addition to purchasing new revenue equipment, the Company may rebuild the engines of its tractors. Because rebuilding an engine increases its useful life, the Company capitalizes these costs and depreciates the cost over the remaining useful life of the unit. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
Goodwill and other intangible assets
Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges.
The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods.
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Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually, or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value. Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine whether it is more likely than not that the fair value of goodwill is less than its carrying value. The Company would not be required to quantitatively determine the fair value of goodwill unless it determines, based on the qualitative assessment, that it is more likely than not that its fair value is less than the carrying value. Future cash flows of the individual indefinite-lived intangible assets are used to measure their fair value after consideration of certain assumptions, such as forecasted growth rates and cost of capital, which are derived from internal projection and operating plans. The Company performs its annual testing for goodwill during the fourth quarter of each fiscal year.
Other intangibles, net consists of covenants not to compete and customer relationships. All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The Company periodically evaluates both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable.

Impairment of long-lived assets

In accordance with ASC Topic 360, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

Leases

On January 1, 2019, we adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. We will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less.

Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the unaudited condensed consolidated statements of operations.

Revenue recognition and cost of revenue

We adopted ~~ASC~~Accounting Standards Codification (ASC) 606, Revenue from Contracts with ~~Customers (Topic 606), which supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition.~~Customers. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments.

We recognize revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, we recognize revenue on a gross basis. Our payment terms are generally net ~~seven~~30 days from acceptance of delivery. We do not incur incremental costs obtaining service orders from our customers, however, if we did, because all of our customer contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that we recognize arises from deliveries of ~~packages~~freight on behalf of the Company’s customers. Primarily, our performance obligations under these service orders correspond to each delivery of ~~packages~~freight that we make under the service agreements. Control of the ~~delivery~~freight transfers to the recipient upon delivery. Once this occurs, we have satisfied ~~our~~its performance obligation and we recognize revenue.

~~Management has reviewed~~We cover a 100-mile radius around each of our terminals and each individual shipment accepted by the ~~revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure~~Company is ~~required to be presented.~~considered a separate contract with the performance obligation being the delivery of the freight. Our average length of haul for each load of freight generally equals less than one week of continuous transit time.

Our revenues are primarily derived from the transportation services we provide through the delivery of goods over the duration of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability is probable this document serves as the contract as our basis to recognized revenue under ASC 606- Revenue Recognition. We have elected to expense initial direct costs as incurred because the average shipment cycle is less five days. We recognize revenue and substantially all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. We direct the use of the transportation service provided and remain responsible for the complete and proper shipment. We recognize revenue for our performance obligations under our customer contracts over time, as our customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition.
Inherent within the Company’s revenue recognition practices are estimates for revenue associated with shipments in transit. For shipments in transit, we record revenue based on the percentage of service completed as of the period end and recognize delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to standard transit days. The estimated portion of revenue for all shipments in transit is accumulated at period end and recognized as operating revenue. The significance of in transit shipments to the consolidated financial statements is limited due to the short duration, generally less than five days, of the average shipment cycle. On March 31, 2023 and December 31, 2022, any reductions to operating revenue and accounts receivable to reflect in transit shipments were insignificant.
Revenue generated from warehousing services is generally recognized as the service is performed, based upon a monthly or weekly rate.
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Stock-based compensation

Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation –Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. We have elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.

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~~Deconsolidation of subsidiaries~~
The Company accounts for a gain or loss on deconsolidation of a subsidiary or derecognition of a group of assets in accordance with ASC 810-10-40-5. The Company measures the gain or loss as the difference between (a) the aggregate of fair value of any consideration received, the fair value of any retained noncontrolling investment and the carrying amount of any noncontrolling interest in the former subsidiary at the date the subsidiary is deconsolidated and (b) the carrying amount of the former subsidiary’s assets and liabilities or the carrying amount of the group of assets.
RESULTS OF OPERATIONS

Our unaudited ~~condensed~~ consolidated financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue our operation.

We ~~expect we~~ will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

For the three months ended March 31, ~~2022~~2023 compared with the three months ended March 31, ~~2021~~2022

The following table sets forth our revenues, expenses and net loss for the three months ended March 31, ~~2022~~2023 and ~~2021.~~2022. The financial information below is derived from our unaudited ~~condensed~~ consolidated financial statements included in this Quarterly Report.

For the Three Month Ended
March 31,

For the Three Months Ended
March 31,

2022 2021 2023 2022
Revenues $ 1,259,333 $ 1,491,699 $ 5,594,896 $ 1,259,333
Cost of revenues 971,002 1,898,778 3,626,353 971,002
Gross profit (loss) 288,331 (407,079 )
Gross profit 1,968,543 288,331
Operating expenses 2,089,184 1,229,305 3,475,486 2,089,184
Loss from operations (1,800,853 ) (1,636,384 ) (1,506,943 ) (1,800,853 )
Other income (expenses), net (236,378 ) (632,796 )
Other expenses, net (138,973 ) (236,378 )
Net loss (2,037,231 ) (2,269,180 ) (1,645,916 ) (2,037,231 )
Deemed dividends related to beneficial conversion features and accrued dividends (109,051 ) (829,836 )
Accrued dividends (100,410 ) (109,051 )
Net loss attributable to common shareholders $ (2,146,282 ) $ (3,099,016 ) $ (1,746,326 ) $ (2,146,282 )

Results of Operations

Revenues

~~For~~During the three months ended March 31, 2023, our revenues were $5,594,896 as compared to $1,259,333 during the three months ended March 31, 2022, ~~our revenues were $1,259,333 as compared to $1,491,699 for the three months ended March 31, 2021, a decrease~~an increase of ~~$232,366,~~$4,335,563, or ~~15.6%~~344.3%. This ~~decrease~~increase was primarily a result of a decrease in revenue attributable to Shypdirect’s mid-mile and long-haul business with Amazon of $1,155,271, and a decrease in revenue from other customers of $36,713. These decreases were offset from increases in revenues generated from our acquired companies ~~DDTI and Cougar Express, of $36,599 and $923,019, respectively.~~as follows:

● During the three months ended March 31, 2023, Freight Connections, which was acquired in September 2022, generated revenues of $2,898,267.
● During the three months ended March 31, 2023, Severance Trucking, which was acquired in January 2023, generated revenues of $1,820,946.
Beginning in January 2023, the operations of Cougar Express and JFK Cartage have been combined into Cougar Express. During the three months ended March 31, ~~2021, one customer, Amazon, represented 77.5%~~2023, Cougar Express generated revenues of $875,683 as compared to $980,166 during the ~~Company’s total net~~three months ended March 31, 2022, an increase of $104,483.
On June 21, 2022, we sold substantially all the assets of Shyp FX in an all-cash transaction. During the three months ended March 31, 2022, we generated revenues ~~which was attributable~~from our Shyp FX operation of $279,167. Subsequent to ~~Shypdirect’s now terminated mid-mile and long-haul business with Amazon.~~June 21, 2022, we no longer generate this revenue.

We continue ~~to: (i) seek~~ to ~~replace the lost Amazon business with other, non-Amazon, customers; (ii)~~ explore other strategic ~~relationships;~~relationships and ~~(iii)~~ identify potential acquisition opportunities, while continuing to execute our ~~restructuring~~business plan. In ~~January 2021,~~2022, we completed the acquisition of ~~DDTI~~JFK Cartage and Freight Connections and in ~~March 2021,~~2023, we ~~completed the acquisition of Cougar Express, as discussed elsewhere.~~acquired Severance Trucking.

Cost of Revenues

~~For~~During the three months ended March 31, 2023, our cost of revenues was $3,626,353 as compared to $971,002 during the three months ended March 31, 2022, ~~our cost~~an increase of ~~revenues was $971,002 compared to $1,898,778 for the three months ended March 31, 2021, a decrease of $927,776,~~$2,655,351, or ~~48.9%~~273.5%. Cost of revenues consists of truck and van rental fees, insurance, gas, maintenance, parking and tolls, and compensation and related benefits. InSubsequent to the ~~first quarter~~acquisition of ~~2021, Prime EFS received a bill for approximately $304,000 for excess wear~~JFK Cartage on July 31, 2022, we began consolidating the operations of Cougar and ~~tear on trucks that were rented for its last-mile DSP business that terminated in September 2020,~~JFK which ~~is included in cost of sales.~~has lowered our costs.

Gross Profit

~~For~~During the three months ended March 31, ~~2022,~~2023, we had a gross profit of $1,968,543, or 35.2% of revenues, as compared to gross profit of $288,331, or 22.9% of revenues, ~~as compared to a~~during the three months ended March 31, 2022, an increase of $1,680,212, or 582.7%. The increase in gross ~~loss of $(407,079),~~profit for the three months ended March 31, ~~2021, an increase~~2023 as compared to the three months ended March 31, 2022 primarily resulted from the acquisitions of ~~$695,410, or 170.8%. As discussed above,~~Freight Connections and Severance Trucking during the three months ended March 31, ~~2021, Prime EFS received a bill for approximately $304,000 for excess wear~~2023, which generate aggregate gross profit of $1,599,984. In 2023, we expect our gross profit to increase as we continue to consolidate and ~~tear on trucks that were rented for its last-mile DSP business that terminated in September 2020. Additionally, during~~streamline the ~~three months ended March 31, 2021, the gross loss primarily resulted from a decrease in revenues~~operations of Cougar, Freight Connections and ~~a decrease in operational efficiencies in Prime EFS and Shypdirect due~~Severance Trucking, which we expect to ~~the termination of the Amazon last-mile business and decrease in revenues from our mid-mile and long-haul business.~~lower costs.

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Operating Expenses

~~For~~During the three months ended March 31, 2023, total operating expenses amounted to $3,475,486 as compared to $2,089,184 during the three months ended March 31, 2022, ~~total operating expenses amounted to $2,089,184 as compared to $1,229,305 for~~an increase of $1,386,302, or 66.4%. During the three months ended March 31, ~~2021, an increase of $859,879, or 70.0%. For the three months ended March 31,~~2023 and 2022, ~~and 2021,~~ operating expenses consisted of the following:

For the Three Months Ended March 31,
For the Three Months Ended
March 31,

2022 2021 2023 2022
Compensation and related benefits $ 1,356,410 $ 368,609 $ 1,115,484 $ 1,356,410
Legal and professional fees 349,494 530,538 557,083 349,494
Rent 101,337 133,955 1,038,083 101,337
General and administrative expenses 281,943 196,203 764,836 281,943
Total Operating Expenses $ 2,089,184 $ 1,229,305 $ 3,475,486 $ 2,089,184

Compensation and related benefits

For the three months ended March 31, ~~2022,~~2023, compensation and related benefits amounted to ~~$1,356,410~~$1,115,484 as compared to ~~$368,609~~$1,356,410 for the three months ended March 31, ~~2021, an increase~~2022, a decrease of ~~$987,801,~~$240,926, or ~~268.0%~~17.8%. During the three months ended March 31, 2023, the overall decrease in compensation and related benefits as compared to the three months ended March 31, 2022 was attributable to a decrease in stock-based compensation of $718,841, offset by an increase in compensation and related benefits in connection with the ~~issuance~~acquisition of ~~common shares to executive officers~~Freight Connections, and ~~directors, we recorded stock-based compensation of $836,133. Additionally,~~Severance Trucking. During the three months ended March 31, 2023, Freight Connections and Severance Trucking incurred aggregate compensation and related benefits ~~increased by $151,168 which as primarily attributable to the hiring~~ of ~~our chief executive officer and chief financial officer in January 2022.~~$448,156.

Legal and professional fees

For the three months ended March 31, ~~2022,~~2023, legal and professional fees were ~~$349,494~~$557,083 as compared to ~~$530,538~~$349,494 for the three months ended March 31, ~~2021, a decrease~~2022, an increase of ~~$181,044,~~$207,589, or ~~34.1%~~59.4%. During the three months ended March 31, ~~2022,~~2023, we had ~~a decrease~~an increase in accounting fees of ~~$6.402,~~$160,537 attributable to an increase in audit and accounting fees incurred as a ~~decrease in consulting fees~~result of ~~$164,042,~~our recent acquisitions, and ~~a decrease in other professional fees of $18,063. These decreases were offset by~~ an increase in legal fees of ~~$7,463.~~$43,791.

Rent expense

For the three months ended March 31, ~~2022,~~2023, rent expense was ~~$101,337~~$1,038,083 as compared to ~~$133,955~~$101,337 for the three months ended March 31, ~~2021, a decrease~~2022, an increase of ~~$32,618,~~$936,746, or ~~24.4%~~924.4%. This ~~decrease~~increase was attributable to the ~~abandonment~~acquisition of ~~our leased properties~~Freight Connections and Severance Trucking, which ~~were vacated due to~~generated aggregate rent of $878,944. Additionally, we incurred rent expense in connection with the ~~cessation~~acquisition of ~~the operations of Prime EFS and Shypdirect. As of December 31, 2021, we abandoned all of our leased properties, except for the Cougar Express premises.~~JFK Cartage. The lease of ~~our subsidiary,~~ Cougar Express, expired on December 31, ~~2021.~~2021 and we occupied the facility on a month-to-month basis through September 30, 2022 at which time we vacated the premises and moved the Cougar Express ~~is holding over in~~operations into the facility while it attempts to negotiate a lease renewal with its landlord. The holdover rent is 200% of the base rental rate Cougar Express paid in 2021. Alternatively, Cougar Express is exploring options to move its operations to anotherJFK Cartage facility. ~~We expect that, whether Cougar Express renegotiates with its existing landlord or finds new space, it will pay materially higher rent in 2022 and future years.~~

General and administrative expenses

General and administrative expenses include depreciation and amortization expenses, bad debt expense and other general and administrative expenses. For the three months ended March 31, ~~2022,~~2023, general and administrative expenses were ~~$281,943~~$764,836 as compared to ~~$196,203~~$281,943 for the three months ended March 31, ~~2021,~~2022, an increase of ~~$85,740,~~$482,893, or ~~43.7%~~171.30%. These increases were primarily attributable to the acquisition of ~~Double D~~Freight Connections and Severance Trucking, which incurred aggregate general and ~~Cougar Express~~administrative expenses of $639,217 (including depreciation and amortization of $336,833 and bad debt recovery of $(23,273). These increases were offset by decreases in general and administrative expenses due to cost-cutting measures ~~taken. We expect general~~taken, the sale of Shyp FX, and ~~administrative expenses to~~a decrease in ~~2022 due to these cost cutting measures.~~amortization of intangible assets.

Loss from ~~Operations~~operations

For the three months ended March 31, ~~2022,~~2023, loss from operations amounted to ~~$1,800,853~~$1,506,943 as compared to ~~$1,636,384~~$1,800,853 for the three months ended March 31, ~~2021, an increase~~2022, a decrease of ~~$164,469,~~$293,910, or ~~10.0%~~16.3%.

Other ~~Expenses (Income)~~(expenses) income

Total other income (expenses) includes interest ~~expense, derivative~~income, interest expense, gain on ~~debt extinguishment,~~sale of subsidiary, and settlement ~~expense, and other income.~~expense. For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, other (expenses) income consisted of the following:

For the Three Months Ended
March 31,

2022 2021
Interest expense $ (7,867 ) $ (83,509 )
Interest expense – related parties - (22,192 )
Gain on debt extinguishment - 59,853
Settlement expense (228,511 ) -
Other income - 108,035
Derivative expense, net - (694,983 )
Total Other (Expenses) Income, net $ (236,378 ) $ (632,796 )
For the Three Months Ended
March 31,
2023 2022
Interest income $ 992 $ -
Interest expense (139,245 ) (7,867 )
Loss on sale of subsidiary (720 ) -
Settlement expense - (228,511 )
Total Other (Expenses), net $ (138,973 ) $ (236,378 )

For the three months ended March 31, 2023 and 2022, interest income was $992 and ~~2021, aggregate interest expense was $7,867 and $105,701,~~$0, respectively, ~~a decrease~~an increase of ~~$97,834,~~$992, or ~~92.6%~~100.0%. The decrease in interest expense was attributable to a decrease in interest-bearing loans due to the conversion of debt to equity and repayment of debt, and a decrease in the amortization of original issue discount.

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For the three months ended March 31, 2023 and 2022, interest expense was $139,245 and $7,867, respectively, an increase of $131,378, or 1,670.0%. The increase in interest expense was attributable to an increase in average interest-bearing loans outstanding due to new notes payable incurred in connection with acquisitions. In July 2022, September 2022, and ~~2021,~~January 2023, in connection with the ~~aggregate net gain on extinguishment~~acquisitions of ~~debt was $0~~JFK Cartage, Freight Connections, and ~~$59,853, respectively, a decrease~~Severance Trucking, note payable balances increased by $6,814,545 related to secured promissory notes entered into with the former owners of ~~$59,853, or 100.0%. The gains on debt extinguishment~~JFK Cartage, Freight Connections, and Severance trucking, and we assumed notes payable aggregating $1,136,982 primarily consisting of equipment notes assumed. Accordingly, we expect interest expenses to increase in ~~2021 were attributable to the settlement of convertible debt and warrants, the conversion of convertible debt, and the settlement of other payables.~~2023.

During the three months ended March 31, 2022, we recorded settlement expense of $228,511 ~~in connection with~~as compared to $0 for the ~~settlement of a lawsuit.~~three months ended March 31, 2023.

During the three months ended March 31, ~~2022 and 2021,~~2023, we recorded ~~other income of $0 and $108,035. Other income was primarily~~a loss from miscellaneous activity related to the ~~collection~~sale of ~~rental income from the sublease~~assets of ~~excess office, warehouse, and parking spaces. We no longer receive sublease income.~~
For the three months ended March 31, 2021, derivative expense was $694,983. During the three months ended March 31, 2021, we recorded a derivative expense related to the adjustment to derivative liabilities to fair value.our subsidiary, Shyp FX, of $720.

Net Loss

Due to factors discussed above, for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, net loss amounted to ~~$2,037,231~~$1,645,916 and ~~$2,269,180,~~$2,037,231, respectively. For the three months ended March 31, ~~2022 and 2021,~~2023, net loss attributable to common shareholders, which included ~~a deemed dividend related to beneficial conversion features~~dividends accrued on Series E and Series G preferred stock of $100.410, amounted to $1,746,326, or $(0.00) per basic and diluted common share. For the three months ended March 31, 2022, net loss attributable to common shareholders, which included dividends accrued on Series E and Series G preferred stock of $109,051, ~~and $829,836,~~ amounted to $2,146,282, or $(0.00) per basic and diluted common ~~share, and $(3,099,016), or $(0.00) per basic and diluted common share, respectively.~~share.

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. On March 31, ~~2022~~2023 and December 31, ~~2021,~~2022, we had a cash balance of ~~$6,063,241~~$472,655 and ~~$6,067,692,~~$1,470,807, respectively. Our working capital deficit was ~~$5,703,753~~$7,748,418 on March 31, ~~2022.~~2023. We reported a net decrease in cash for the three months ended March 31, ~~2022~~2023 as compared to December 31, ~~2021~~2022 of ~~$4,451~~$998,152 primarily as a result of the use of cash for acquisitions of $687,808, cash used to purchase property and equipment of $206,988, the repayment of notes payable of $58,273, and cash used in operations of $704,254, offset by net cash proceeds from notes payable of $196,700 used to purchase revenue equipment, cash acquired in acquisitions of $207,471, and net cash proceeds received from the ~~sale~~collection of ~~Series G preferred stock units~~note receivable of ~~$855,000, and cash proceeds from the exercise of warrants of $245,714, offset by the use of net cash for the repayment of notes payable of $295,281, and by cash used in operations of $809,884.~~$255,000.

We believe that our existing working capital and our future cash flows from operating activities will provide sufficient cash to enable us to meet our operating needs and debt requirements for the next twelve months.
~~Additionally, we~~ are seeking to raise capital through additional debt and/or equity financings to fund our operations in the future. Although we have historically raised capital from sales of shares of common stock, the sale of Series E and Series G preferred stock, and from the issuance of convertible promissory notes and notes payable, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital or secure additional lending in the future, management expects that we will need to curtail our ~~operations.~~operations and may not be able to meet our debt obligations.

Recent Financing Activities

~~Sale of Series G Preferred Stock~~Credit Facility
On April 14, 2023, our Board of Directors approved a credit facility (the “Credit Facility”) under which we would obtain unsecured senior debt financing of up to $1,000,000. The terms of the Credit Facility provide for interest at 12% per annum. The maturity date of the financing will be December 31, ~~2021,~~2023, provided, however, we may prepay a loan at any time without premium or penalty. Each loan under the ~~Company entered into Securities Purchase Agreements with investors pursuant to which~~Credit Facility will be made on promissory notes. During April 2023, we received initial loans under the ~~Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 615,000 shares of Series G and (ii) Warrants to purchase 615,000,000 shares~~Credit Facility, in the following amounts: (a) $500,000 from John Mercadante on April 17, 2023; Mr. Mercadante is a Director of the Company; and (b) $100,000 from Sebastian Giordano on April 21, 2023; Mr. Giordano is the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “December 2021 Series G Offering”). The gross proceeds to the Company were $6,150,000, or $10.00 per unit. The Company paid fees of $615,507, paid cash of $54,933 for the settlement of disputed penalties related the Series E,Chief Executive Officer, President, and ~~received net proceeds of $5,479,560 The initial exercise price~~Chairman of the Warrants related to the December 2021 Series G Offering is $0.01 per share, subject to adjustment. Additionally, the Company issued 123,000,000 warrants to the placement agent at an initial exercise priceBoard of ~~$0.01 per share.~~Directors.
On January 25, 2022, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000 shares of Series G and (ii) Warrants to purchase 70,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “January 2022 Series G Offering”). The gross proceeds to the Company were $700,000, or $10.00 per unit. The Company paid placement agent fees of $70,000 and received net proceeds of $630,000. On March 4, 2022, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Investor agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 25,000 shares of Series G and (ii) Warrants to purchase 25,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “March 2022 Series G Offering”). The gross proceeds to the Company were $250,000, or $10.00 per unit. The Company paid placement agent fees of $25,000 and received net proceeds of $225,000. The initial exercise price of the Warrants related to the January 2022 and March 2022 Series G Offerings is $0.01 per share, subject to adjustment. Additionally, the Company paid the placement agent was issued 19,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share. The aggregate cash fees of $95,000 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.
On March 4, 2022, the Company entered into a Securities Purchase Agreement with an investor pursuant to which the Investor agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 25,000 shares of Series G and (ii) Warrants to purchase 25,000,000 shares of the Company’s common stock which are equal to 1,000 warrants for each for each share of Series G purchased (the “March 2022 Series G Offering”). The gross proceeds to the Company were $250,000, or $10.00 per unit. The Company paid placement agent fees of $25,000 and received net proceeds of $225,000. The initial exercise price of the Warrants related to the January 2022 and March 2022 Series G Offerings is $0.01 per share, subject to adjustment. Additionally, the Company issued 19,000,000 warrants to the placement agent at an initial exercise price of $0.01 per share. The aggregate cash fees of $95,000 was charged against the proceeds of the offering in additional paid-in capital and there is no effect on equity for the placement agent warrants.
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Cash Flows

Operating activities
Net cash flows used in operating activities for the three months ended March 31, 2023 amounted to $704,254. During the three months ended March 31, 2023, net cash used in operating activities was primarily attributable to net loss of $1,645,916, adjusted for the add back (reduction) of non-cash items such as depreciation and amortization expense of $375,911, stock-based compensation of $117,292, and non-cash rent expense of $37,037, and changes in operating assets and liabilities such as an increase in accounts receivable of $465,638, an increase in prepaid expenses and other current assets of $56,586, a decrease in accrued compensation and related benefits of $34,699, an increase in accounts payable and accrued expenses of $817,424, and an increase in insurance payable of $221,658.

Net cash flows used in operating activities for the three months ended March 31, 2022 amounted to $809,884. During the three months ended March 31, 2022, net cash used in operating activities was primarily attributable to net loss of $2,037,231, adjusted for the add back (reduction) of non-cash items such as depreciation and amortization expense of $191,143 and stock-based compensation of $836,133, and changes in operating assets and liabilities such as a decrease in accounts receivable of $20,159, an increase in prepaid expenses and other current assets of $13,123, an increase in security deposit of $6,155, an increase in accounts payable and accrued expenses of $283,707, a decrease in insurance payable of $63,692, and a decrease in accrued compensation and related benefits of $20,825.

Net cash flows used in operating activities for the three months ended March 31, 2021 amounted to $1,006,332. During the three months ended March 31, 2021, net cash used in operating activities was primarily attributable to a net loss of $2,269,180, adjusted for the add back (reduction) of non-cash items such as depreciation and amortization expense of $85,760, derivative expense of $694,983, amortization of debt discount of $19,013, and gain on debt extinguishment of $59,853, and changes in operating assets and liabilities such as a decrease in accounts receivable of $164,345, a decrease in prepaid expenses and other current assets of $248,906, an increase in security deposit of $8,000, an increase in accounts payable and accrued expenses of $350,348, a decrease in insurance payable of $212,331, and a decrease in accrued compensation and related benefits of $21,886.
Investing activities

Net cash used in investing activities for the three months ended March 31, ~~2021~~2023 amounted to ~~$2,123,115 and~~$432,325, which consisted of ~~net~~cash used for acquisitions of $687,808 and cash used for the ~~acquisition~~purchase of ~~DDTI~~property and ~~Cougar Express.~~equipment of $206,988, offset by cash received from the collection of a note receivable of $255,000 and cash acquired in acquisitions of $207,471. We did not have any ~~investment~~investing activities during the ~~comparable 2022 period.~~three months ended March 31, 2022.
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Financing activities

~~Financing~~For the three months ended March 31, 2023, net cash provided by financing activities totaled $138,427. During the three months ended March 31, 2023, we received proceeds from a note payable of $196,700 used to but revenue equipment, offset by the repayment of notes payable of $58,273.

For the three months ended March 31, 2022, net cash provided by financing activities totaled $805,433. During the three months ended March 31, 2022, we received proceeds from the sale of Series G preferred shares of $855,000, and cash proceeds of $245,714 from the exercise of warrants, offset by the repayment of notes payable of $295,281.

For the three months ended March 31, 2021, net cash provided by financing activities totaled $3,213,078. During the three months ended March 31, 2021, we received proceeds from the sale of Series E preferred shares of $3,258,000, offset by the repayment of notes payable of $37,114, and the repayment of related party advances of $7,808.
Risks and Uncertainties

~~The accompanying~~Out unaudited ~~condensed~~ consolidated financial statements have been prepared on ~~the~~a going concern basis, ~~of continuity of operations,~~which contemplates the realization of assets and the ~~satisfaction~~settlement of liabilities and commitments in the ~~ordinary~~normal course of business.
~~Historically,~~ As reflected in the accompanying unaudited consolidated financial statements, we ~~have primarily funded our operations with proceeds from sales of convertible debt and convertible preferred stock. Since our inception, we have incurred recurring losses, including~~had a net loss of ~~$2,037,231~~$1,645,916 and ~~$2,269,180~~$2,037,231 for the three months ended March 31, 2023 and 2022, respectively. The net cash used in operations was $704,254 and 2021, respectively. Until such time that we implement our growth through acquisition strategy, we expect to continue to generate operating losses in the foreseeable future, mostly due to corporate overhead and costs of being a public company.
~~During the year ended December 31, 2021, we issued an aggregate of 343,118 shares of our Series E preferred stock~~$809,884 for net proceeds of $3,590,500 and issued an aggregate of 615,000 shares of our Series G preferred stock for net proceeds of $5,479,560. The proceeds were used for the acquisition of Cougar Express and DDTI, the repayment of debt, and for working capital purposes. Additionally, during the year ended December 31, 2021, we received proceeds of $4,226,383 from the exercise of stock warrants. Additionally, during the three months ended March 31, 2023 and 2022, respectively. Additionally, we ~~issued~~had an ~~aggregate~~accumulated deficit and working capital deficit of ~~95,000 shares of our Series G preferred stock for net proceeds of $885,000~~$129,256,425 and ~~received proceeds of $245,714 from the exercise of stock warrants. As such, we expect that our cash as of~~$7,748,418, respectively, on March 31, ~~2022 will be sufficient~~2023. These factors raise substantial doubt about our ability to ~~fund the Company’s operations~~continue as a going concern for ~~at least the next~~a period of twelve months from the issuance date of this report.
Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. The Company is seeking to raise capital through additional debt and/or equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of preferred shares, and from the issuance of promissory notes and convertible promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail its operations. These consolidated financial ~~statements.~~statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The COVID-19 pandemic and resulting global disruptions have affected the Company’s businesses, as well as those of the Company’s customers and their third-party suppliers and sellers. To serve the Company’s customers while also providing for the safety of the Company’s employees and service providers, the Company has adapted numerous aspects of its logistics and transportation processes. The Company continues to monitor the rapidly evolving situation and expect to continue to adapt its operations to address federal, state, and local standards as well as to implement standards or processes that the Company determines to be in the best interests of its employees, customers, and communities. The impact of the pandemic and actions taken in response to it had some effects on the Company’s results of operations. Effects include increased fulfilment costs and cost of sales, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. The Company continues to be affected by possible procurement and shipping delays, supply chain interruptions, higher product demand in certain categories, lower product demand in other categories, and increased fulfilment costs and cost of sales as a percentage of net sales and it is not possible to determine the duration and spread of the pandemic or such actions, the ultimate impact on the Company’s results of operations during 2022, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations.

We believe that our existing working capital and future cash flow from operating activities will provide sufficient cash to enable us to meet our operating needs and debt requirements for the next twelve months. We are seeking to raise capital through additional debt and/or equity financings to fund our operations in the future. Although we have historically raised capital from sales of common and preferred shares and from the issuance of convertible promissory notes and notes payable, there is no assurance that we will be able to continue to do so. If we are unable to raise additional capital or secure additional lending in the near future, management expects that we will need to curtail our operations.
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Contractual Obligations

We 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

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Effects of Inflation

We do not believe that inflation has had a material impact on our business, revenues, or operating results during the periods presented.

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 consolidated financial statements, see “Note 2: Recent Accounting Pronouncements” in the ~~unaudited condensed~~ consolidated financial statements filed with this ~~Quarterly~~Annual Report.

ITEM 3. 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.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including Sebastian Giordano, our Chief Executive Officer (“CEO”) and James Giordano, we carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of March 31, ~~2022.~~2023. Management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our management has assessed the effectiveness of our disclosure controls and procedures and, based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of March ~~31. 2022.~~31, 2023.
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As reported in Item 9A of our Annual Report on Form 10-K for the year ended December 31, ~~2021,~~2022, our management concluded that our internal control over financial reporting was not effective as of that date because of material weaknesses in our internal controls over financial reporting. The ineffectiveness of our disclosure controls and procedures was due to the following material weaknesses in our internal control over financial reporting:

1) The Company lacks segregation of duties;

2) There is a lack of segregation of duties and monitoring controls regarding accounting because there are only a few accountants maintaining the books and records;
3) We lack control over the books and records of our recently acquired subsidiaries due to a lack of accounting staff and lack of existing accounting controls. We have hired additional accounting staff and have begun to institute accounting controls at these subsidiaries

We do not believe the material weaknesses described above caused any meaningful or significant misreporting of our consolidated financial condition and results of operations for the quarter ended March 31, ~~2022.~~2023.

Management Plan to Remediate Material Weaknesses

Management has already begun the implementation of corrective measures to address the material weaknesses described above. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

As we started the new year in 2022, Sebastian Giordano, who was an outside consultant that was responsible for the Company’s financial turnaround the last two years, transitioned to take the formal role of CEO. His first action was to hire a new CFO and bring in three new independent and outside board members to strengthen the management controls of the ○ organization. We currently outsource our financial reporting and other accounting functions to an experienced outsourced accounting and consulting firm who has been engaged by the Company for the past 45 years. The short-term plan is to keep the financial reporting and accounting functions outsourced with this outsourced accounting and consulting firm until the Company is large enough to insource it. In the meantime, the new CFO of the Company is in the process of reviewing and making changes to the current accounting processes and methodologies as discussed below.
As explained above, we have expanded our Board of Directors by three independent and outside members to a total of four directors. Further, we have established the requisite board committees for audit, compensation, and nominating. The Audit Committee Chairman has current and prior experience in this role with other public companies listed on the OTC and NASDAQ.

Segregation of duty issues are a common area of weakness for smaller companies with back-office operations with less than 5 people. We have made significant steps to mitigating this material weakness. We started with the hiring of a new, operational experienced CFO to provide oversight and drive immediate improvement in this area. To address this issue, we have begun implementation or implemented the following policies or processes:

○ Implementation of cash management and banking policy which includes increasing the controls related to individuals banking capabilities, utilization of a daily cash model and forecast, and policy to move cash receipts from customers to ACH.
○ Implementation of formalized payment and accounting transaction review and sign-off by the CFO.
○ Centralization of accounts payable and cash control at the corporate level including the receipt of invoices to a newly created email address and process to get authorized approval for invoices prior to input into system.
○ Implementation and completion of a formal and detailed 2023 and 2022 ~~budget~~budgets and ~~forecast~~forecasts for the consolidated Company.
○ Implemented a formal monthly business review process to discuss budget vs actual variances, and other operational issues to be presented to the Company’s CEO and Board of Directors.
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As discussed above, we have taken steps and plan to continue to take additional steps, to seek to remediate these material weaknesses and to improve our financial reporting systems and implement new policies, procedures, and controls. We plan on implementing other policies and procedures to address and mitigate all remaining or new material weaknesses.

We believe the remediation measures described above will remediate the material weaknesses we had previously identified and disclosed, and will strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to review our financial reporting controls and procedures diligently and vigorously. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

Changes in Internal Control over Financial Reporting

Other than discussed above, there were no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. 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. Other than discussed below, we are not currently a party to any other legal proceeding that we believe would have a material adverse effect on our business, financial condition, or operating results.

~~Disputes Between ELRAC LLC and Enterprise Leasing Company of Philadelphia, LLC on the one hand, and Prime EFS, LLC on the other hand~~
In 2021 and as of December 31, 2021, the Company’s prior subsidiary, Prime EFS, LLC (“Prime EFS”), was a party to an arbitration with two companies, ELRAC LLC (“ELRAC”), and Enterprise Leasing Company of Philadelphia, LLC (“ELC”).
As previously disclosed, since the Company deconsolidated Prime EFS effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021, as of December 31, 2021, the Company’s consolidated balance sheet no longer included an accrual for this matter.
Solely to avoid the expense and distraction of the matter, effective March 31, 2022, the Company and Prime EFS, on the one hand, and ERLAC and ELC, on the other hand, settled the above matter for a single payment, by TLSS, to ERLAC and ELC, in an immaterial amount. Pursuant to the settlement, the Company and Prime, on the one hand, and ERLAC and ELC, on the other hand, exchanged mutual general releases, thereby releasing and discharging any and all claims between the Company, Prime EFS and their affiliates, on the one hand, and ERLAC, ELC and their affiliates, on the other hand.
Bellridge Capital, L.P. v. TLSS ~~and Mercadante~~et al.

On September 11, 2020, a prior lender to the Company, Bellridge Capital, ~~LP.~~L.P., filed a civil action against TLSS ~~John Mercadante~~ and ~~Douglas Cerny~~others in the ~~U.S.~~United States District Court for the Southern District of New ~~York, captioned~~ ~~Bellridge Capital, L.P. v. Transportation and Logistics Systems, Inc., John Mercadante and Douglas Cerny~~.York. The case was assigned Case No. 20-cv-7485. ~~The complaint alleged claims,~~ ~~inter alia~~, for purported violations of section 10(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”); for breach of an exchange agreement dated April 13, 2019 (the “Exchange Agreement”); and for the alleged failure to pay certain amounts allegedly due under certain TLSS promissory notes.

After discontinuing the foregoing federal action voluntarily and without prejudice, on April 23, 2021, Bellridge filed a substantially similar civil action in New York Supreme Court, New York County, ~~against TLSS and Mercadante. This mater, the “~~~~Bellridge State Court Action~~,”which was assigned ~~civil action~~index number 652728/2021. ~~The Complaint in the Bellridge State Court Action essentially repeated the claims in the federal action.~~

On June 4, 2021, TLSS and Mercadante moved to dismiss the Bellridge State Court Action for failure to state a claim and, as to Mercadante, for lack of jurisdiction. On October 20, 2021, the Court decided the MTD, dismissing all claims in the case against both Defendants predicated on fraud and negligent misrepresentation. The Court thereby dismissed the Complaint insofar as alleged against Mercadante. On October 29, 2021, the Company filed its Answer in this case. On November 18, 2021, Bellridge filed an Amended Complaint purporting to revive its claims for fraud and negligent misrepresentation against both Defendants. Both Defendants filed objections to the Amended Complaint as procedurally improper. On December 17, 2021, the Defendants filed a renewed motion to dismiss the Amended Complaint with prejudice. That motion was fully briefed. In ~~February 2022, all proceedings in this action were stayed 60 days to facilitate a March 2022 mediation.~~
~~On April 29,~~May 2022, all parties to the Bellridge ~~State Court Action agreed to settle~~state court action settled the ~~base~~case and ~~exchange~~exchanged mutual general releases for a cash payment by ~~TLSS~~the Company to Bellridge of $250,000, which amount was accrued as of March 31, 2022 and included in accrued expenses on the accompanying unaudited condensed consolidated March 31, 2022 balance sheet. The releases took effect when the settlement payment cleared.$250,000.

In partial consideration for the settlement, ~~TLSS~~the Company and Bellridge also cancelled the 700,000 shares of Series B Preferred Stock previously held by Bellridge, as reflected on the Company’s balance ~~sheets~~sheet as of ~~March~~December 31, 2021. In connection with this settlement, during the year ended December 31, 2022, ~~and December 31, 2021.~~the Company recorded settlement expense of $227,811.

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As a result of the May 2022 settlement, and since we have not received any further communications concerning this matter, we consider the matter to be closed and terminated.

SCS, LLC v. TLSS

On ~~May 26, 2020,~~January 14, 2021, a ~~civil~~former financial consultant to the Company, SCS, LLC, filed an action ~~was filed~~ against the Company in the ~~Supreme~~Circuit Court of the ~~State of New York, New York~~15^th Judicial Circuit, Palm Beach County, Florida, captioned SCS, LLC v. Transportation and Logistics Systems, Inc. The case was assigned ~~Index~~Case No. ~~154433/2020.~~50-2020-CA-012684.

~~The plaintiff in~~In this action, SCS ~~LLC (“SCS”), alleged~~alleges that it ~~is a limited liability company that~~ entered into a renewable six-month consulting agreement with the Company dated September 5, 2019 and that the Company failed to make certain monthly payments due thereunder for the months of October 2019 through March 2020, summing to $42,000. The complaint ~~alleged~~alleges claims for breach of contract, quantum meruit,, unjust enrichment and account stated.

On ~~July 22, 2020,~~February 9, 2021, the Company filed its answer, defenses and counterclaims in this action. Among other ~~allegations,~~things, the Company ~~averred~~avers that SCS’s claims ~~were~~are barred by its unclean hands and other inequitable conduct, including breach of its duties (i) to maintain the confidentiality of information provided to SCS and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also ~~averred~~avers, in its counterclaims, that SLS owes the ~~New York Supreme Court lacked subject matter jurisdiction~~Company damages in excess of the $42,000 sought in the main action because ~~SCS conceded~~SLS was at least grossly negligent in any due diligence it ~~is a Florida LLC based in Florida and~~undertook before recommending that the Company ~~is a Nevada corporation based~~acquire Prime EFS LLC in ~~Florida.~~
~~On July 31, 2020, SCS moved for summary judgment in this action.~~
On November 4, 2020, the Supreme Court, New York County, heard argument on the Company’s motion to dismiss, granted the motion, and denied SCS’s motion for summary judgment as moot (the “Decision”). SCS did not seek reconsideration and/or appeal from the Decision within the prescribed time periods. However, on or about January 14, 2021, SCS refiled this action in the state court in Florida, seeking the same $42,000 in damages.
On February 9, 2021, the Company filed its answer, defenses and counterclaims to the Florida action. Among other things, the Company avers that SCS’s claims are barred by its unclean hands and breaches of its duties under the consulting agreement.June 2018. SCS filed a motion to strike TLSS’s defenses and counterclaims, and TLSS opposed that application. Those motions remain sub judice.
A two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims. Since the mistrial, there have been no further filings or proceedings in this case.

The Company believes it has substantial defenses to all claims alleged in SCS’s complaint. The Company therefore intends to defend this case vigorously.

~~Based~~Because there have been no further filings or proceedings on ~~the early stage of~~ this ~~matter,~~case since April 2022, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. However, the demand remains $42,000.

Shareholder Derivative Action

On June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15^th Judicial Circuit in and for Palm Beach County, Florida (the “Court”) captioned SCS, LLC, derivatively on behalf of Transportation and Logistics Systems, Inc. v. John Mercadante, Jr., Douglas Cerny, Sebastian Giordano, Ascentaur LLC and Transportation and Logistics Systems, ~~Inc~~.Inc. The action has been assigned Case No. 2020-CA-006581.

The plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the Company, Lawrence Sands. The complaint alleges that between April 2019 and June 2020, the immediately prior chairman and chief executive officer of the Company, Mercadante, the former chief development officer of the Company, Cerny, and, since February 2020, the Company’s then restructuring consultant who is now chairman and chief executive officer of the Company, Giordano, breached fiduciary duties owed to the Company. Prior to becoming CEO, Giordano rendered his services to the Company through the final named defendant in the action, Ascentaur LLC.

Briefly, the complaint alleges that Mercadante breached duties to the Company by, among other things, requesting, in mid-2019, that certain preferred equity holders, including SCS, convert their preferred shares into Company Common Stock in order to facilitate an equity offering by the Company and then not consummating that offering. The complaint also alleges that Mercadante and Cerny caused the Company to engage in purportedly wasteful and unnecessary transactions such as taking merchant cash advances (MCA) on disadvantageous terms. The complaint further alleges that Mercadante and Cerny “issued themselves over two million shares of common stock without consideration.” The complaint seeks unspecified compensatory and punitive damages on behalf of the Company for breach of fiduciary duty, negligent breach of fiduciary duty, constructive fraud, and civil conspiracy and the appointment of a receiver or custodian for the Company.

Company management tendered the complaint to the Company’s directors’ and officers’ liability carrier for defense and indemnity purposes, which coverage is subject to a $250,000 self-insured retention. Each of the individual defendants and Ascentaur LLC has advised that they vigorously deny each and every allegation of wrongdoing alleged in the complaint. Among other things, Mercadante asserts that he made every effort to consummate an equity offering in late 2019 and early 2020 and could not do so solely because of the Company’s precarious financial condition. Mercadante also asserts that he made clear to SCS and other preferred equity holders, before they converted their shares into common stock, that there was no guarantee the Company would be able to consummate an equity offering in late 2019 or early 2020. In addition, Mercadante and Cerny assert that they received equity in the Company on terms that were entirely fair to the Company and entered into MCA transactions solely because no other financing was available to the Company.

~~On August 5, 2020, all defendants moved~~By order dated and issued September 15, 2022, the Circuit Judge assigned to ~~dismiss~~this case dismissed the original Complaint in the matter, finding (a) that SCS had failed to adequately allege it has standing and (b) that the complaint ~~for failure~~fails to ~~state~~adequately allege a claim upon which relief can be granted. Among other things, movants assert that, through this lawsuit, SCS is improperly attempting to second-guess business decisions made by the Company’s Board of Directors, based solely on hindsight (as opposed to any well-pleaded facts demonstrating a lack of care or good faith). Movants also assert that the majority of the claims are governed by Nevada law because they concern the internal affairs of the Company. Movants further assert that, under Nevada law, each of the business decisions challenged by SCS is protected by the business judgment rule. Movants further assert that, even ifcognizable claim. The dismissal was without prejudice, meaning SCS could ~~rebut the presumption that the business judgment rule applies~~attempt to all such transactions, SCS has failed to allege facts demonstrating that intentional misconduct, fraud, or a knowing violation of the law occurred, a requirement under Nevada law in order for director or officer liability to arise. Movants further assert that, because SCS’s constructive fraud claim simply repackages Plaintiff’s claims for breach of fiduciary duty, it too must fail. Movants also contend that in the absence of an adequately-alleged independent cause of action, let alone an unlawful agreement between the defendants entered into for the purpose of harming the Company, SCS’s claim for civil conspiracy must also be dismissed. Finally, movants contend that SCS’s extraordinary request that a receiver or custodian be appointed to manage and supervise the Company’s activities and affairs throughout the duration of this unfounded action is without merit ~~inter alia~~ ~~because SCS does not allege the Company is subject to loss so serious and significant that the appointment of a receiver or custodian is “absolutely necessary to do complete justice.”~~replead its claims.

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On October 5, 2022, SCS filed an Amended Complaint in this action. By order dated and issued December 19, 2022, the Circuit Judge assigned to this case once again dismissed the case, finding (a) that SCS still failed to adequately allege it has standing and (b) that the complaint still fails to adequately allege a cognizable claim. Once again, however, the dismissal was without prejudice.
On January 18, 2023, SCS filed a Second Amended Complaint in this action. All defendants once again moved to dismiss the pleading or in the alternative for summary judgment on it in their favor. The Court ~~is scheduled to hear~~heard argument on ~~all defendants’ MTD~~that motion on ~~June 2, 2022.~~March 9, 2023. As of this writing, the parties are awaiting a ruling by the Court on the motion.

While they hope to prevail on the March 9, 2023, motion, win or lose, ~~Company management and Ascentaur LLC~~defendants in this action advise that they believe the action to be frivolous (a position with which we agree) and intend to mount a vigorous defense to this ~~action, as they believe the action to be entirely bereft of merit.~~action.

ItOwing to the fact that no discovery has occurred in the case, however, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. In a derivative case, any recovery is to be paid to the corporation; however, the individual defendants in this case are fully indemnified by the Company unless a final judgment is entered against them for deliberate or intentional misconduct.

Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al.

On August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. The case was assigned docket number BER-L-004534-20.
In this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a box truck leased by Prime EFS and subleased to Shypdirect and being driven by a Prime EFS employee, in which the plaintiff’s ankle was injured. Plaintiff has thus far transmitted medical bills exceeding $789,000. Prime EFS and Shypdirect ~~have~~ demanded their vehicle liability carrier assume the defense of this action. To date, the carrier has not done so, allegedly inter alia because the box truck was not on the list of insured vehicles at the time of the accident.

On November 9, 2020, Prime EFS and Shypdirect filed their answer to the complaint in this action and also filed a third-party action against the insurance company in an effort to obtain defense and indemnity for this action.

On May 21, 2021, Prime EFS and Shypdirect also filed inan action in the Supreme Court, State of New York, Suffolk County (the “Suffolk County Action”), seeking defense and indemnity for ~~the Mercedes-Mejia action~~this claim from the insurance brokerage, TCE/Acrisure LLC, which sold the County Hall insurance policy to ~~Prime.~~Shypdirect.

On August 19, 2021, the Plaintiff filed a motion for leave to file a ~~first amended complaint~~First Amended Complaint to name four (4) additional parties as defendants – TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. In the claim against TLSS, Plaintiff seeks to “pierce the corporate veil” and hold TLSS responsible for the alleged liabilities of Prime and/or Shypdirect as the supposed alter ego of these subsidiaries. In the claims against Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc., Plaintiff seeks to hold these entities responsible for the alleged liabilities of Prime and/or Shypdirect on a successor liability theory.
On September 16, 2021, each of these entities filed papers in opposition to this motion.

On September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint, ~~herein,~~ thus adding TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. as Defendants.
On October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action.
On November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled their Third-Party Complaint against TCI/Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the Third-Party Complaint, denying its material allegations.

On March 2, 2022, Plaintiff sought and was granted leave to file a Second Amended Complaint, bringing claims against Prime and Shypdirect’s vehicle liability carrier, County Hall (for discovery) as well as the producing broker, TCE/Acrisure. Plaintiff also asserted additional alter ego allegations against TLSS.
On February 15, 2023, Plaintiff filed a motion for leave to file a Third Amended Complaint in this action, seeking to assert claims against TLSS’s former CEO, John Mercadante, also on a “pierce the corporate veil” theory. On March 9, 2023, TLSS, Prime and Shypdirect opposed the motion for leave to add Mercadante, arguing that any claim against Mercadante would be both futile and time-barred. On March 31, 2023, the Court denied Plaintiff’s motion to add Mr. Mercadante as a party.
In January and February, 2023, numerous depositions were taken in the case, including those of Messrs. Giordano and Mercadante. Under the currently operative pre-trial order, entered October 4, 2022, all discovery in this case must be concluded by June 30, 2023. However, it appears likely that the discovery ~~period~~cutoff will be extended beyond June 20, 2023.
Under New Jersey law, it is well established that a corporation is a separate entity from its shareholder(s) and a primary reason for incorporation is the insulation of shareholders from the liabilities of the corporate enterprise.
The New Jersey Supreme Court in Richard A. Pulaski Const. Co. v. Air Frame Hangars, Inc., 195 N.J. 457, 472–73 (2008) held that, in light of the fundamental propositions that a corporation is a separate entity from its shareholders, and “that a primary reason for incorporation is the insulation of shareholders from the liabilities of the corporate enterprise,” courts will not pierce a corporate veil “[e]xcept in cases of fraud, injustice, or the like...’” (citations omitted). The New Jersey Supreme Court further held that:
The limitations placed on a claimant’s ability to reach behind a corporate structure are intentional, as “[t]he purpose of the doctrine of piercing the corporate veil is to prevent an independent corporation from being used to defeat the ends of justice, to perpetrate fraud, to accomplish a crime, or otherwise to evade the law[.]” (citations omitted). Hence, to invoke that form of relief, “the party seeking an exception to the fundamental principle that a corporation is a separate entity from its principal bears the burden of proving that the court should disregard the corporate entity.”.
39
The purpose of piercing the corporate veil is thus to prevent an independent corporation from being used to defeat the ends of justice, perpetrate fraud, to accomplish a crime, or otherwise to evade the law.
To pierce the corporate veil and impute alter ego liability on TLSS for the alleged torts of Prime, Shypdirect and/or their agents, employees and servants, the Plaintiff herein would have to establish: (1) that Prime and Shypdirect were “utterly dominated” by TLSS and (2) that respecting the separate corporate existences of the subsidiaries would perpetrate a fraud or injustice, or otherwise circumvent the law. FDASmart, Inc. v. Dishman Pharmaceuticals and Chemicals, Ltd., et al., 448 N.J. Super. 195, 204 (App. Div. 2016). A plaintiff must satisfy this burden by clear and convincing evidence.
To determine whether the first element has been satisfied, courts consider whether the parent company so dominated the subsidiary that the latter had no separate existence but was merely a conduit for the parent. In considering the level of dominance exercised by the parent over the subsidiary, the court will consider factors such as common ownership, financial dependency, interference with a subsidiary’s selection of personnel, disregard of corporate formalities, and control over a subsidiary’s marketing and operational policies.
To date, to the best of the undersigned’s knowledge, information and belief, no discovery has been taken in this action which would permit the imposition of alter ego liability on TLSS for the subject accident.
To date, to the best of the undersigned’s knowledge, information and belief, no discovery has been ~~extended to August 5, 2022. All Defendants~~taken in this action ~~intend~~which would permit the imposition of successor liability on Shyp CX, Inc., Shyp FX, Inc. and/or Cougar Express, Inc. for the subject accident.
Under a so-called MCS-90 reimbursement endorsement to the County Hall policy, TLSS believes that Prime and Shypdirect may have up to $750,000 in coverage under a 1980 federal law under which County Hall is “require[d] to pay damages for certain claims or ‘suits’ that are not covered by the policy.” (See Endorsement CHI – 290 (02/19) to County Hall policy effective May 31, 2019.)
TLSS intends to vigorously defend ~~themselves~~itself in this action and to pursue the third-party actions, in the name and right of Prime and Shypdirect, against both County Hall and TCE/ Acrisure.
However, owing to the early stage of this heavily litigated action, we cannot evaluate the likelihood of an adverse outcome or estimate the Company’s liability, if any, in connection with this claim.
~~Holdover Proceeding~~Maria Lugo v. JFK Cartage

~~On February 16, 2022, the landlord for the leased premises from which Cougar Express conducts its Valley Stream New York business, Airport Park LLC (“~~~~Airport~~~~”), filed~~The Company’s JFK Cartage, Inc. subsidiary is one of three (3) defendants in an action ~~to evict~~captioned Maria Lugo v. JFK Cartage, Inc. d/b/a Fifth Dimension Logistix, Joan Ton, individually, and ~~for unpaid holdover rent against Cougar Express and TLSS.~~Chris Bartley, individually. The case is pending in Supreme Court, State of New York, Queens County, Index No. ~~LT-000550-22/NA, filed in Landlord Tenant Court in Nassau County District Court.~~704862/2022.

In this action, which was filed March 4, 2022, a former employee of JFK Cartage alleges that she suffered discrimination and retaliation in violation of the New York City Human Rights Law and the New York State Human Rights Law. The former employee alleges that on December 28, 2021, she had Covid-19 symptoms, advised the defendants she was feeling ill and went home early to take a home test. She further alleges that on December 30, 2021, she tested positive for Covid-19 and informed defendants she had to isolate for ten (10) days. Plaintiff alleges that she returned to work on January 7, 2022, but that her employment was terminated later that day by defendant Bartley who “questioned the authenticity of the at-home test, accusing her of fraud.” Plaintiff claims her employment “was terminated due to her disability (a Covid-19 infection) and in retaliation for her requesting reasonable accommodation for the illness she suffered.” She seeks unspecified compensatory damages, including lost pay and benefits, punitive damages and attorneys’ fees.
On December 16, 2022, all defendants filed an answer and affirmative defenses, denying all claims for statutory violations. The case ~~Airport seeks~~is currently in discovery. The conduct alleged in the complaint occurred prior to ~~evict~~ the ~~tenants forthwith and~~Company’s July 31, 2022, acquisition of JFK Cartage, Inc. The Company believes that, in relation to ~~collect $51,079.78~~this action, it has a right to full indemnification from the selling stockholder (including for ~~each month~~attorneys’ fees) as well as set-off rights against notes payable to the selling stockholder.
Owing to (among other things) the fact that discovery in this action has just begun, it is not possible to evaluate the likelihood of ~~holdover occupancy starting January 1, 2022 through~~a favorable or unfavorable outcome, nor is it possible to estimate the ~~month~~amount or range of any ~~eviction, plus statutory interest, costs and attorneys’ fees. $51,079.78 is twice the monthly rent collected~~potential loss in the ~~last year~~matter.
Elaine Pryor v. Rocio Perez, et al.
The Company’s Freight Connections, Inc. subsidiary (“FCI”) was one of ~~the expired lease~~three (3) named defendants in an action captioned Elaine Pryor v. Rocio Perez, North Trucking & Logistics, LLC and Freight Connections, Inc. The case is ~~computed correctly under the holdover provision~~pending in the expired lease. TLSS does not believe it can be held liable in this case because, unlike its subsidiary Cougar Express, TLSS was not tenant in the subject premises nor has it ever conducted business there.Superior Court of New Jersey, Essex County, Docket No. ESX-L-5147-18.

In ~~March 2022, Cougar Express~~this action, which was filed in 2018, plaintiff alleges that on February 1, 2017, she suffered personal injuries in a collision between her motor vehicle and ~~Airport began discussions in hopes~~a truck operated by a then employee of ~~settling this matter. To facilitate those discussions, Cougar has paid rent~~FCI. Plaintiff alleges that the truck was owned by FCI and leased to ~~Airport at a rate of $33,275 per month for January-May, 2022, inclusive, and may need to pay rent~~North Trucking & Logistics at the ~~same rate in for June 2022 and future months as well. In consideration for this interim arrangement, Airport adjourned the hearing date on its petition to vacate from March 10, 2022 to May 19, 2022.~~time.

~~While Cougar Express intends, among various options,~~At present, there are two other actions pending related to ~~continue to discuss with Airport a possible lease extension~~insurance coverage for the ~~Valley Stream premises, there~~accident. They are Acceptance Indemnity Insurance Company v. Freight Connections, LLC (Superior Court of New Jersey, Essex County, Docket No. ESX-L-7144-19) and New Jersey Manufacturers Insurance Company, as subrogee of Elaine Pryor v. Acceptance Indemnity Insurance Company (Superior Court of New Jersey, Essex County, Docket No. ESX-L-5120). These two actions involving insurance coverage questions have been consolidated with the Pryor personal injury claim.
In an opinion issued November 16, 2022, the court denied all parties’ motions for summary judgment on the insurance coverage issues.
The conduct alleged in the Pryor complaint occurred prior to the Company’s September 16, 2022, acquisition of FCI. The selling stockholder of FCI has advised the Company that the truck in question was not owned by FCI at the time of the accident and hence that FCI is not a proper party defendant in this action.
On May 8, 2023, the Court in the Elaine Pryor action the entered an order, on the consent of counsel for all parties, directing that the name of defendant FCI be changed to Freight Connections LLC and that this change be reflected in the caption of the case (the “May 8, 2023 Order”). Freight Connections LLC is not a corporate affiliate of FCI but is rather an independent trucking company that is wholly-owned by the individual who sold the stock of FCI to TLSS-FC effective September 16, 2022. (See Note 1 above.)
40
Owing to the May 8, 2023 Order, the Company does not believe that it can be no assurance that those discussions will, in fact, result in a lease extension on terms Cougar Express finds acceptable. In the event Cougar Express does not sign a lease extension with Airport, it is likely that Airport will continue to press its lawsuit for holdover rent of $51,079.78 per month for each month of occupancy until Cougar Express exits the premises, plus statutory interest, costs and attorneys’ fees, while giving Cougar a creditadjudged liable for any ~~and all rent paid~~verdict or settlement in ~~CY 2022.~~the Elaine Pryor action.

Other than discussed above, as of March 31, ~~2022,~~2023, and as of the date of this filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the results of our operations.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.
38

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January ~~19, 2022, we issued 75,000,000 shares of~~3, 2023, our ~~common stock in connection with the conversion of 19,947 shares of Series E. The conversion ratio was based on the Series E certificate of designation, as amended.~~
~~During the three months ended March 31, 2022, we issued 24,571,429 shares of our common stock and received proceeds of $245,714 from the exercise of 24,571,429 warrants at $0.01 per share.~~
~~On March 11, 2022, pursuant to an employment agreement with the Company’s chief executive officer dated January 4, 2022, the Company’s~~ Board of Directors granted the chief ~~executive~~operating officer ~~122,126,433~~21,634,615 shares of ~~its~~our common stock which were valued at ~~$1,343,391,~~$90,865, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal annual installments with the first installment of 30,531,608 shares vesting on January 3, 2022, and 30,531,608 common shares vesting each year quarter through January 3, 2025. In connection with these shares, the Company valued these common shares at a fair value of $1,343,391 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation.
On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to three independent members of the Company’s board of directors for an aggregate of 5,454,546 common shares of the Company which were valued at $60,000, or $0.011$0.0042 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of ~~1,363,636.50~~5,408,653 shares vesting on March 31, ~~2022,~~2023, and ~~1,363,636.50~~5,408,654 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $60,000 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation.
On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to the Company’s chief financial officer for 11,363,636 common shares of the Company which were valued at $125,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares will vest in equal quarterly installments with the first installment of 2,840,909 shares vesting on March 31, 2022, and 2,840,909 common shares vesting each quarter through December 31, 2022. In connection with these shares, the Company valued these common shares at a fair value of $125,000 and will record stock-based compensation expense over the vesting period which is included in the aggregate accretion of stock-based compensation.
On March 11, 2022, the Company agreed to grant restricted stock awards to the Company’s former chief executive officer and current member of the Company’s board of directors for 22,727,273 common shares of the Company which were valued at $250,000, or $0.011 per common share, based on the quoted closing price of the Company’s common stock on the measurement date. These shares vested immediately. In connection with these shares, the Company valued these common shares at a fair value of $250,000 and recorded stock-based compensation expense of $250,000.2023.

The above securities were issued in reliance upon the exemptions provided by Sections 3(a)(9) and 4(a)(2) under the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

No report required.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:
~~3.1~~10.1 ~~Certificate~~Stock Purchase and Sale Agreement, dated as of ~~Designation of Preferences, Rights~~January 4, 2023, by and ~~Limitations of Series E Preferred Stock~~among TLSS Acquisition, Inc., a Delaware corporation; Severance Trucking Co., Inc., a Massachusetts corporation, Severance Warehousing, Inc., a Massachusetts corporation, and McGrath Trailer Leasing, Inc., a Maine corporation (collectively, the “Companies”); The Shareholders of the ~~Company, filed on October 6, 2020~~Companies; Kathryn Boyd, as the Shareholders’ Representative; and R|A Feingold Law & Consulting, P.A., as Closing Agent and Escrow Agent (incorporated by reference to Exhibit ~~3.1 to our Current Report on Form 8-K dated October 9, 2020).~~
~~3.2~~ Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock of the Company, filed on December 28, 2020 (incorporated by reference to Exhibit 10.28 to our Form S-1/A dated February 10, 2021).
~~3.3~~ Certificate of Amendment to the Amended and Restated Articles of Incorporation of Transportation and Logistics Systems, Inc., effective as of April 13, 2021 (incorporated by reference to Exhibit 3.5 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 as filed with the Securities and Exchange Commission on November 15, 2021).
~~3.4~~ Certificate of Designation of Preferences, Rights and Limitations of Series G Preferred Stock of the Company, filed on December 28, 2021 (incorporated by reference to Exhibit 3.14 to our Form S-1 dated January 28, 2022).
~~4.1~~ ~~Form of Common Stock Purchase Warrant in Series G Offering (incorporated by reference to Exhibit 10.2~~10. to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January ~~3, 2022)~~10, 2023).
~~10.1~~ ~~Form of Securities Purchase Agreement related to Series G Preferred (incorporated by reference to Exhibit 10.1 to our Form 8-K dated January 3, 2022).~~
10.2 ~~Form~~First Amendment to Stock Purchase and Sale Agreement, dated as of ~~Warrant Agreement related to Series G Preferred~~February 1, 2023, among TLSS-STI, Inc., a Delaware corporation; Severance Trucking Co., Inc., a Massachusetts corporation, Severance Warehousing, Inc., a Massachusetts corporation, and McGrath Trailer Leasing, Inc., a Maine corporation (collectively, the “Companies”); Kathryn Boyd; Clyde J. Severance; Robert H. Severance, Jr.; Kathryn Boyd, as the Shareholders’ Representative; and R|A Feingold Law & Consulting, P.A., as Closing Agent and Escrow Agent. (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated ~~January 3, 2022)~~February 6, 2023).
10.3 ~~Form~~Secured Promissory Note, dated February 1, 2023, made by TLSS-STI, Inc., a Delaware corporation, Severance Trucking Co., Inc. a Massachusetts corporation, Severance Warehousing, Inc., a Massachusetts corporation and McGrath Trailer Leasing, Inc., a Maine corporation, in favor of ~~Registration Rights Agreement for Series G Warrants~~Kathryn Boyd, Clyde J. Severance, and Robert H. Severance, Jr. (incorporated by reference to Exhibit ~~10.5~~10.3 to our Current Report on Form ~~S-1~~8-K dated ~~January 28, 2022)~~February 6, 2023).
39
10.4 ~~Form~~Security Agreement, dated as of ~~Common Stock Purchase Warrant in Warrant Offering~~February 1, 2023, among TLSS-STI, Inc., a Delaware corporation; Severance Trucking Co., Inc., a Massachusetts corporation, Severance Warehousing, Inc., a Massachusetts corporation, and McGrath Trailer Leasing, Inc., a Maine corporation, and Kathryn Boyd, Clyde J. Severance and Robert H. Severance, Jr. (incorporated by reference to Exhibit ~~4.1~~10.4 to our Current Report on Form ~~S-1~~8-K dated ~~January 28, 2022)~~February 6, 2023).
10.5 ~~Form~~Absolute, Unconditional and Continuing Guaranty, dated as of ~~Registration Rights Agreement for Series G Convertible Preferred Stock~~February 1, 2023, executed by Transportation and Logistics Systems, Inc., a Nevada corporation, in favor of Kathryn Boyd, Clyde J. Severance, and Robert H. Severance, Jr. (incorporated by reference to Exhibit ~~10.6~~10.5 to our Current Report on Form ~~S-1~~8-K dated ~~January 28, 2022)~~February 6, 2023).
10.6 ~~Offer Letter,~~Consulting Agreement, dated ~~November 10, 2021,~~as of February 1, 2023, between ~~TLSS~~Severance Trucking Co., Inc., a Massachusetts corporation, a wholly owned subsidiary of TLSS-STI, Inc., a Delaware corporation, a wholly owned subsidiary of Transportation and ~~Mr. James Giordano~~Logistics Systems, Inc., a Nevada corporation, and Clyde J. Severance. (incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2023).
10.7 Form of Promissory Notes (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~January 7, 2022).~~
~~10.7~~ Employment Agreement, dated January 4, 2022, between TLSS and Mr. Sebastian Giordano (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2022)April 24, 2023).
31.1* Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2* Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1*^# Certification of Chief Executive Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.
32.2*^# Certification of Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act.
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed Herewith

# The certifications attached as Exhibit 32.1 and 32.2 that accompanies this Form 10-Q are not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Transportation and Logistics Systems, Inc. under the Securities Act or the Exchange Act, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

4041

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, thereunto duly authorized.

TRANSPORTATION & LOGISTICS SYSTEMS, INC.

Dated: May ~~13, 2022~~15, 2023 By: /s/ Sebastian Giordano
Sebastian Giordano
Chief Executive Officer (Principal Executive Officer) and Director

Dated: May 15, 2023 By: /s/ James Giordano
James Giordano
Chief Financial Officer (Principal Financial Officer)
4142


	Preferred Stock Series B				Preferred Stock Series E				Preferred Stock Series G						Preferred Stock Series H				Common Stock				Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Equity

Balance, December 31, 2022		-	$	-		21,418	$	21		575,000		$	575			32,374	$	32		3,636,691,682	$	3,636,692	$	129,372,841		$	(127,510,099	)	$	5,500,062

Common stock issued for conversion of Series G preferred shares		-		-		-		-		(29,000	)		(29	)		-		-		43,684,680		43,685		(23,600	)		-			20,056

Common stock issued for services and future services		-		-		-		-		-			-			-		-		21,634,615		21,634		(21,634	)		-			-

Accretion of stock-based compensation		-		-		-		-		-			-			-		-		-		-		117,292			-			117,292

Accrued dividends		-		-		-		-		-			-			-		-		-		-		-			(100,410	)		(100,410	)

Net loss		-		-		-		-		-			-			-		-		-		-		-			(1,645,916	)		(1,645,916	)

Balance, March 31, 2023		-	$	-		21,418	$	21		546,000		$	546			32,374	$	32		3,702,010,977	$	3,702,011	$	129,444,899		$	(129,256,425	)	$	3,891,084

	●	Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

	●	Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

	●	Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

	For the Three Months ended March 31, 2022		For the Three Months ended March 31, 2021
Balance at beginning of period	$	-	$	4,181,187
Change in fair value included in derivative gain expense		-		694,983
Balance at end of period	$	-	$	4,876,170


	March 31, 2023		March 31, 2022
Stock warrants		1,258,008,109		1,280,150,966
Stock options		80,000		80,000
Series B convertible preferred stock		-		700,000
Series E convertible preferred stock		28,571,600		42,231,772
Series G convertible preferred stock		546,000,000		710,000,000
Series H convertible preferred stock		323,740,000		-
Antidilutive securities excluded from computation of earnings per share		2,156,399,709		2,033,162,738

	March 31, 2022		March 31, 2021
Stock warrants		1,280,150,966		716,906,678
Stock options		80,000		80,000
Convertible debt		-		148,793,952
Series B convertible preferred stock		700,000		700,000
Series E convertible preferred stock		42,231,772		555,436,300
Series G convertible preferred stock		710,000,000		-
Antidilutive securities excluded from computation of earnings per share		2,033,162,738		1,421,916,930

	Severance Trucking
Assets acquired:
Cash	$	207,471
Accounts receivable		836,886
Prepaid expenses and other assets		25,454
Property and equipment, net		1,186,198
Financing lease right of use assets		457,239
Intangible assets		404,374
Total assets acquired at fair value		3,117,622
Liabilities assumed:
Notes payable		23,000
Accounts payable and accrued expenses		376,636
Lease liabilities		457,239
Total liabilities assumed		856,875
Net assets acquired	$	2,260,747
Purchase consideration paid:
Cash paid	$	687,808
Promissory note		1,572,939
Total purchase consideration paid	$	2,260,747

	DDTI			Cougar Express			Total
Assets acquired:
Cash	$	-		$	10,031		$	10,031
Accounts receivable		-			265,175			265,175
Other assets		-			40,874			40,874
Transportation vehicles		209,585			-			209,585
Equipment		20,000			27,831			47,831
Right of use assets		44,388			-			44,388
Other receivable		-			622,240			622,240
Non-compete agreement		-			150,000			150,000
Customer relations		373,449			2,123,768			2,497,217
Total assets acquired at fair value		647,422			3,239,919			3,887,341
Liabilities assumed:
Notes payable		(103,034	)		(16,184	)		(119,218	)
PPP loan payable		-			(622,240	)		(622,240	)
Accounts payable		-			(132,155	)		(132,155	)
Accrued expenses		-			(40,059	)		(40,059	)
Lease liabilities		(44,388	)		-			(44,388	)
Total liabilities assumed		(147,422	)		(810,638	)		(958,060	)
Net asset acquired	$	500,000		$	2,429,281		$	2,929,281
Purchase consideration paid:
Cash paid	$	100,000		$	2,033,146		$	2,133,146
Acquisition payable		-			46,135			46,135
Promissory notes		400,000			350,000			750,000
Total purchase consideration paid	$	500,000		$	2,429,281		$	2,929,281

	JFK Cartage			Freight Connections			Total
Assets acquired:
Cash	$	29,280		$	167,247		$	196,527
Accounts receivable, net		280,815			1,909,892			2,190,707
Other assets		206,591			428,666			635,257
Property and equipment		44,839			1,296,974			1,341,813
Right of use assets		1,172,972			7,911,622			9,084,594
Other intangible assets		752,025			4,892,931			5,644,956
Goodwill		502,642			1,603,237			2,105,879
Total assets acquired at fair value		2,989,164			18,210,569			21,199,733
Liabilities assumed:
Notes payable		(515,096	)		(598,886	)		(1,113,982	)
Accounts payable		(10,559	)		(422,902	)		(433,461	)
Accrued expenses		(187,890	)		(241,842	)		(429,732	)
Lease liabilities		(1,172,972	)		(7,911,622	)		(9,084,594	)
Total liabilities assumed		(1,886,517	)		(9,175,252	)		(11,061,769	)
Net asset acquired	$	1,102,647		$	9,035,317		$	10,137,964
Purchase consideration paid:
Cash paid	$	405,712		$	1,525,000		$	1,930,712
Notes payable		696,935			4,544,671			5,241,606
Common shares and Series H preferred shares issued		-			2,965,646			2,965,646
Total purchase consideration paid	$	1,102,647		$	9,035,317		$	10,137,964

	For the Three Months Ended March 31, 2023			For the Three Months Ended March 31, 2022
Net Revenues	$	6,356,956		$	7,879,665
Net Loss	$	(1,971,233	)	$	(1,642,570	)
Net Loss Attributable to Common Shareholders	$	(2,071,633	)	$	(2,146,282	)
Net Loss per Share	$	(0.00	)	$	(0.00	)

	March 31, 2023			December 31, 2022
Accounts receivable	$	3,959,109		$	2,523,778
Allowance for doubtful accounts		(597,259	)		(464,452	)
Accounts receivable, net	$	3,361,850		$	2,059,326

	March 31, 2022		December 31, 2021
Accounts receivable	$	461,575	$	481,734
Allowance for doubtful accounts		-		-
Accounts receivable, net	$	461,575	$	481,734

	Useful Life	March 31, 2022			December 31, 2021			Useful Life	March 31, 2023			December 31, 2022
Delivery trucks and vehicles	3 - 5 years	$	747,889		$	747,889
Equipment	1 - 5 years		51,301			51,301
Revenue equipment								3 - 20 years	$	2,552,365		$	1,316,518
Machinery and equipment								1 - 10 years		546,533			440,863
Office equipment and furniture								1 - 3 years		116,460			106,172
Leasehold improvements								1 - 3 years		63,710			22,329
Subtotal			799,190			799,190				3,279,068			1,885,882
Less: accumulated depreciation			(268,318	)		(221,985	)			(391,455	)		(278,670	)
Property and equipment, net		$	530,872		$	577,205			$	2,887,613		$	1,607,212

	Amortization period (years)	Gross Amount		Accumulated Amortization		Net finite intangible assets
	2023
	Amortization period (years)	Gross Amount		Accumulated Amortization		Net finite intangible assets
Customer relationships	3-5	$	3,768,818	$	377,960	$	3,390,858
Covenants not to compete	3-5		1,503,487		162,878		1,340,609
Other intangible assets	1		25,000		13,542		11,458
Intangible assets net		$	5,297,305	$	554,380	$	4,742,925

Year ending March 31:	Amount
2024	$	1,065,919
2025		1,054,461
2026		1,054,461
2027		1,054,461
2028		513,623
Total	$	4,742,925

	~~2021~~
~~Expected dividend rate~~		-
~~Expected term (in years)~~		~~0.75~~ to ~~5.00~~
~~Volatility~~		~~275.4% to~~ ~~367.0~~%
~~Risk-free interest rate~~		~~0.07% to~~ ~~0.87~~%

	March 31, 2023			December 31, 2022
Principal amounts	$	7,518,943		$	5,784,577
Less: current portion of notes payable		(6,035,877	)		(4,953,078	)
Notes payable – long-term	$	1,483,066		$	831,499

	●	Each holder of Series E has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series E held by such holder are convertible as of the applicable record date.

	●	Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series E (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. If the Company fails to redeem all outstanding Series E on the redemption date,, it shall be deemed to have waived its redemption right.

	●	Each holder of Series G has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series G held by such holder are convertible as of the applicable record date.

	●	Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series G) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. If the Company fails to redeem all outstanding Series G on the redemption date,, it shall be deemed to have waived its redemption right.

	●	Each share of Series H shall be convertible into 10,000 shares of the Company’s common stock, subject to beneficial ownership limitations. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series H held by the Holder. The Holder and the Company, by mutual consent, may increase or decrease the Beneficial Ownership Limitation provisions of the Series H COD, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series H held by the Holder.

	●	Upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Series H preferred stock shall be entitled to receive out of assets of the Company legally available therefor the same amount that a holder of the Company’s common stock would receive on an as-converted basis (without regard to the beneficial ownership limitation or any other conversion limitations hereunder). The right of a Series H Holder to receive such payment shall be preferential to the right of holders of common stock but shall be subordinate to the rights of the holder of any other series of preferred stock of the Company.

	Number of Non-Vested Shares			Weighted Average Grant Date Fair Value			Number of Non-Vested Shares			Weighted Average Grant Date Fair Value
Non-vested, December 31, 2021		-		$	-
Non-vested, December 31, 2022								91,594,824		$	0.011
Granted		138,944,615			0.011			21,634,615			0.004
Shares vested		(34,736,153	)		(0.011	)		(35,940,262	)		(0.010	)
Non-vested, March 31, 2022		104,208,462		$	0.011
Non-vested, March 31, 2023								77,289,177		$	0.009

	Number of Shares Issuable Upon Exercise of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2021		1,190,722,395		$	0.015		4.7	$	3,831,380
Granted		114,000,000			0.010
Exercises		(24,571,429	)		0.010
Balance Outstanding March 31, 2022		1,280,150,966		$	0.014		4.5	$	1,002,471
Exercisable, March 31, 2022		1,280,150,966		$	0.014		4.5	$	1,002,471

	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Balance Outstanding December 31, 2021		80,000	$	8.85		3.3	$	-
Granted/Cancelled		-		-
Balance Outstanding March 31, 2022		80,000	$	8.85		2.3	$	-
Exercisable, March 31, 2022		60,000	$	8.85		2.3	$	-

	September 7, 2021
Liabilities deconsolidated:
Notes payable (a)	$	3,908,050
Accounts payable		1,242,421
Accrued expenses		314,927
Insurance payable		1,678,556
Contingency liabilities		3,311,272
Lease liabilities, current portion		1,263,494
Accrued compensation and related benefits		827,753
Total liabilities deconsolidated		12,546,473
Assets deconsolidated:
Cash		21,679
Accounts receivable		1,078
Property and equipment, net		96,496
Total assets deconsolidated		119,253
Gain on deconsolidation of subsidiaries		12,427,220
Less: additional cash payments made on behalf of deconsolidated subsidiaries		(63,771	)
Gain on deconsolidation of subsidiaries	$	12,363,449

	March 31, 2023			December 31, 2022
Office leases and equipment right of use assets	$	13,500,093		$	9,084,594
Less: accumulated amortization		(1,349,561	)		(627,511	)
Balance of ROU assets	$	12,150,532		$	8,457,083

	March 31, 2023			December 31, 2022
Lease liabilities related to office leases and revenue equipment right of use assets	$	12,225,522		$	8,495,036
Less: current portion of lease liabilities		(3,006,297	)		(2,081,099	)
Lease liabilities – long-term	$	9,219,225		$	6,413,937

Twelve months ended March 31,	Amount
2024	$	3,937,442
2025		3,783,418
2026		3,322,251
2027		2,336,213
2028		995,432
Thereafter		54,786
Total minimum non-cancelable operating lease payments		14,429,542
Less: discount to fair value		(2,204,020	)
Total lease liability on March 31, 2023	$	12,225,522

	For the Three Month Ended March 31,						For the Three Months Ended March 31,
	2022			2021			2023			2022
Revenues	$	1,259,333		$	1,491,699		$	5,594,896		$	1,259,333
Cost of revenues		971,002			1,898,778			3,626,353			971,002
Gross profit (loss)		288,331			(407,079	)
Gross profit								1,968,543			288,331
Operating expenses		2,089,184			1,229,305			3,475,486			2,089,184
Loss from operations		(1,800,853	)		(1,636,384	)		(1,506,943	)		(1,800,853	)
Other income (expenses), net		(236,378	)		(632,796	)
Other expenses, net								(138,973	)		(236,378	)
Net loss		(2,037,231	)		(2,269,180	)		(1,645,916	)		(2,037,231	)
Deemed dividends related to beneficial conversion features and accrued dividends		(109,051	)		(829,836	)
Accrued dividends								(100,410	)		(109,051	)
Net loss attributable to common shareholders	$	(2,146,282	)	$	(3,099,016	)	$	(1,746,326	)	$	(2,146,282	)

	●	During the three months ended March 31, 2023, Freight Connections, which was acquired in September 2022, generated revenues of $2,898,267.

	●	During the three months ended March 31, 2023, Severance Trucking, which was acquired in January 2023, generated revenues of $1,820,946.

	For the Three Months Ended March 31,				For the Three Months Ended March 31,
	2022		2021		2023		2022
Compensation and related benefits	$	1,356,410	$	368,609	$	1,115,484	$	1,356,410
Legal and professional fees		349,494		530,538		557,083		349,494
Rent		101,337		133,955		1,038,083		101,337
General and administrative expenses		281,943		196,203		764,836		281,943
Total Operating Expenses	$	2,089,184	$	1,229,305	$	3,475,486	$	2,089,184

	For the Three Months Ended March 31,
	2023			2022
Interest income	$	992		$	-
Interest expense		(139,245	)		(7,867	)
Loss on sale of subsidiary		(720	)		-
Settlement expense		-			(228,511	)
Total Other (Expenses), net	$	(138,973	)	$	(236,378	)