Transportation and Logistics Systems (TLSS) 10-Q 15 Nov 21 2021 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2021	Nov. 15, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2021
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Current Fiscal Year End Date	--12-31
Entity File Number	001-34970
Entity Registrant Name	Transportation and Logistics Systems, Inc.
Entity Central Index Key	0001463208
Entity Tax Identification Number	26-3106763
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5500 Military Trail
Entity Address, Address Line Two	Suite 22-357
Entity Address, City or Town	Jupiter
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33458
City Area Code	(833)
Local Phone Number	764-1443
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,865,770,438

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2021	Dec. 31, 2020
CURRENT ASSETS:
Cash	$ 2,668,329	$ 579,283
Accounts receivable, net	474,318
Prepaid expenses and other current assets	291,802	75,951
Assets subject to assignment for benefit of creditors, current portion		740,381
Total Current Assets	3,434,449	1,395,615
OTHER ASSETS:
Security deposit	33,340
Property and equipment, net	562,990	472,670
Intangible assets, net	2,322,190
Right of use assets, net	27,276
Assets subject to assignment for benefit of creditors		1,665,411
Total Other Assets	2,945,796	2,138,081
TOTAL ASSETS	6,380,245	3,533,696
CURRENT LIABILITIES:
Convertible notes payable, net of debt discounts of $0 and $83,548, respectively		979,216
Notes payable, current portion, net of debt discount of $0 and $0, respectively	511,788	85,207
Note payable - related party	500,000	500,000
Accounts payable	369,812	465,581
Accrued expenses	247,606	254,095
Insurance payable	183,892	26,794
Lease liabilities, current portion	18,910
Derivative liability		4,181,187
Due to related parties	241,007	173,692
Accrued compensation and related benefits	78,333	2,670
Liabilities subject to assignment for benefit of creditors, current portion		11,338,459
Total Current Liabilities	2,151,348	18,006,901
LONG-TERM LIABILITIES:
Notes payable, net of current portion	278,985	290,215
Lease liabilities, net of current portion	8,366
Liabilities subject to assignment for benefit of creditors		1,249,996
Total Long-term Liabilities	287,351	1,540,211
Total Liabilities	2,438,699	19,547,112
Commitments and Contingencies (See Note 11)
SHAREHOLDERS’ EQUITY (DEFICIT):
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 2,837,199,009 and 1,733,847,494 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively	2,837,199	1,733,848
Additional paid-in capital	117,063,328	104,872,991
Accumulated deficit	(115,959,772)	(122,621,060)
Total Shareholders’ Equity (Deficit)	3,941,546	(16,013,416)
Total Liabilities and Shareholders’ Equity (Deficit)	6,380,245	3,533,696
Series B Convertible Preferred Stock [Member]
SHAREHOLDERS’ EQUITY (DEFICIT):
Preferred stock	700	700
Series D Preferred Stock [Member]
SHAREHOLDERS’ EQUITY (DEFICIT):
Preferred stock
Series E Preferred Stock [Member]
SHAREHOLDERS’ EQUITY (DEFICIT):
Preferred stock	$ 91	$ 105

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	10,000,000,000	10,000,000,000
Common stock, shares issued	2,837,199,009	1,733,847,494
Common stock, shares outstanding	2,837,199,009	1,733,847,494
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	1,700,000	1,700,000
Preferred stock, shares issued	700,000	700,000
Preferred stock, shares outstanding	700,000	700,000
Preferred stock, liquidation value	$ 700	$ 700
Series D Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	1,250,000	1,250,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, liquidation value per share	$ 6	$ 6
Series E Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	562,250	562,250
Preferred stock, shares issued	91,015	105,378
Preferred stock, shares outstanding	91,015	105,378
Preferred stock, liquidation value per share	$ 13.34	$ 13.34
Convertible Notes Payable [Member]
Debt discount	$ 0	$ 83,548
Notes Payable [Member]
Debt discount	$ 0	$ 0

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
REVENUES	$ 1,207,305	$ 6,309,509	$ 4,273,498	$ 23,503,384
COST OF REVENUES	1,178,113	5,978,265	4,422,429	20,831,870
GROSS PROFIT (LOSS)	29,192	331,244	(148,931)	2,671,514
OPERATING EXPENSES:
Compensation and related benefits	351,908	551,306	1,064,570	1,955,854
Legal and professional fees	487,473	621,105	1,470,926	3,523,811
Rent	154,132	156,738	521,688	496,349
General and administrative expenses	323,658	173,680	821,593	615,331
Loss on lease abandonment	607,554		1,223,628
Total Operating Expenses	1,924,725	1,502,829	5,102,405	6,591,345
LOSS FROM OPERATIONS	(1,895,533)	(1,171,585)	(5,251,336)	(3,919,831)
OTHER INCOME (EXPENSES):
Interest expense	(71,939)	(2,028,958)	(290,898)	(7,016,597)
Interest expense - related parties	(22,685)	(22,686)	(67,315)	(152,262)
Warrant exercise inducement expense	(4,193,134)		(4,193,134)
Gain on debt extinguishment, net		907,447	1,564,941	7,151,041
Other income	11,001	91,950	194,823	266,918
Gain on deconsolidation of subsidiaries	12,427,220		12,427,220
Derivative (expense) income, net		37,826,129	3,284,306	(31,835,642)
Total Other Income (Expenses)	8,150,463	36,773,882	12,919,943	(31,586,542)
INCOME (LOSS) BEFORE INCOME TAXES	6,254,930	35,602,297	7,668,607	(35,506,373)
Provision for income taxes
NET INCOME (LOSS)	6,254,930	35,602,297	7,668,607	(35,506,373)
Deemed dividends related to ratchet adjustment, beneficial conversion features, and accrued dividends	(21,386)		(1,007,319)	(18,696,012)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ 6,233,544	$ 35,602,297	$ 6,661,288	$ (54,202,385)
NET INCOME (LOSS) PER COMMON SHARE - BASIC AND DILUTED
Basic	$ 0	$ 0.03	$ 0	$ (0.11)
Diluted	$ 0	$ 0	$ 0	$ (0.11)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic	2,600,758,966	1,136,231,561	2,160,897,037	472,432,161
Diluted	2,899,703,458	2,506,145,678	2,506,656,853	472,432,161

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Unaudited) - USD ($)	Series B Preferred Stock [Member]Preferred Stock [Member]	Series E Preferred Stock [Member]Preferred Stock [Member]	Common Stock [Member]	Common Stock Issuable [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2019	$ 1,700		$ 11,833	$ 25	$ 47,715,878	$ (60,615,860)	$ (12,886,424)
Beginning balance, shares at Dec. 31, 2019	1,700,000		11,832,603	25,000
Common stock issued for debt conversion			$ 5,290		336,229		341,519
Common stock issued for debt conversion, shares			5,290,406
Beneficial conversion effect related to debt conversions					172,720		172,720
Reduction of put premium upon conversion					73,725		73,725
Relative fair value of warrants issued in connection with convertible debt					262,872		262,872
Accretion of stock-based compensation					31,250		31,250
Reclassification of warrants from equity to derivative liabilities					(11,381,885)		(11,381,885)
Deemed dividend related to price protection					18,696,012	(18,696,012)
Net income (loss)						(3,453,338)	(3,453,338)
Ending balance, value at Mar. 31, 2020	$ 1,700		$ 17,123	$ 25	55,906,801	(82,765,210)	(26,839,561)
Ending balance, shares at Mar. 31, 2020	1,700,000		17,123,009	25,000
Beginning balance, value at Dec. 31, 2019	$ 1,700		$ 11,833	$ 25	47,715,878	(60,615,860)	(12,886,424)
Beginning balance, shares at Dec. 31, 2019	1,700,000		11,832,603	25,000
Warrant exercise inducement expense
Net income (loss)							(35,506,373)
Ending balance, value at Sep. 30, 2020	$ 700	$ 124	$ 1,472,924		101,072,128	(114,818,245)	(12,272,369)
Ending balance, shares at Sep. 30, 2020	700,000	124,376	1,472,924,335
Beginning balance, value at Mar. 31, 2020	$ 1,700		$ 17,123	$ 25	55,906,801	(82,765,210)	(26,839,561)
Beginning balance, shares at Mar. 31, 2020	1,700,000		17,123,009	25,000
Beneficial conversion effect related to debt conversions					15,531,703		15,531,703
Reduction of put premium upon conversion					311,660		311,660
Accretion of stock-based compensation					5,208		5,208
Cancellation of issuable shares				$ (25)	25
Cancellation of issuable shares, shares				25,000
Common stock issued for debt conversion, accrued interest and fees			$ 412,573		2,317,667		2,730,240
Common stock issued for debt conversion, accrued interest and fees, shares			412,573,593
Common shares issued for cashless warrant exercise			$ 70,204		(70,204)
Common shares issued for cashless warrant exercise, shares			70,203,889
Warrants issued for services					1,963,291		1,963,291
Net income (loss)						(67,655,332)	(67,655,332)
Ending balance, value at Jun. 30, 2020	$ 1,700		$ 499,900		75,966,151	(150,420,542)	(73,952,791)
Ending balance, shares at Jun. 30, 2020	1,700,000		499,900,491
Cancellation of issuable shares, shares				(25,000)
Beneficial conversion effect related to debt conversions					19,700,260		19,700,260
Warrant exercise inducement expense
Common stock issued for debt conversion, accrued interest and fees			$ 477,682		4,334,087		4,811,769
Common stock issued for debt conversion, accrued interest and fees, shares			477,682,407
Common shares issued for cashless warrant exercise			$ 85,711		151,954		237,665
Common shares issued for cashless warrant exercise, shares			85,710,419
Common stock issued for Series B preferred stock	$ (1,000)		$ 1,000
Common stock issued for series B preferred stock, shares	(1,000,000)		1,000,000
Conversion of debt and accrued interest to series D preferred stock		522			825,167		825,689
Conversion of series D preferred stock to common stock		(398)	$ 398,350		(397,952)
Conversion of series D preferred stock to common stock, shares			398,350,000
Common stock issued for settlement			$ 10,281		492,461		502,742
Common stock issued for settlement			10,281,018
Net income (loss)						35,602,297	35,602,297
Ending balance, value at Sep. 30, 2020	$ 700	$ 124	$ 1,472,924		101,072,128	(114,818,245)	(12,272,369)
Ending balance, shares at Sep. 30, 2020	700,000	124,376	1,472,924,335
Beginning balance, value at Dec. 31, 2020	$ 700	$ 105	$ 1,733,848		104,872,991	(122,621,060)	(16,013,416)
Beginning balance, shares at Dec. 31, 2020	700,000	105,378	1,733,847,494
Common stock issued for debt conversion			$ 15,454		154,546		170,000
Common stock issued for debt conversion, shares			15,454,546
Sales of Series E preferred share units		$ 311			3,257,689		3,258,000
Sales of Series E preferred share units, shares		310,992
Deemed dividend related to beneficial conversion features and accrued dividends					777,510	(829,836)	(52,326)
Net income (loss)						(2,269,180)	(2,269,180)
Ending balance, value at Mar. 31, 2021	$ 700	$ 416	$ 1,749,302		109,062,736	(125,720,076)	(14,906,922)
Ending balance, shares at Mar. 31, 2021	700,000	416,370	1,749,302,040
Beginning balance, value at Dec. 31, 2020	$ 700	$ 105	$ 1,733,848		104,872,991	(122,621,060)	(16,013,416)
Beginning balance, shares at Dec. 31, 2020	700,000	105,378	1,733,847,494
Warrant exercise inducement expense							(4,193,134)
Net income (loss)							7,668,607
Ending balance, value at Sep. 30, 2021	$ 700	$ 91	$ 2,837,199		117,063,328	(115,959,772)	3,941,546
Ending balance, shares at Sep. 30, 2021	700,000	91,015	2,837,199,009
Beginning balance, value at Mar. 31, 2021	$ 700	$ 416	$ 1,749,302		109,062,736	(125,720,076)	(14,906,922)
Beginning balance, shares at Mar. 31, 2021	700,000	416,370	1,749,302,040
Common stock issued for debt conversion			$ 44,282		329,174		$ 373,456
Common stock issued for debt conversion, shares			44,282,163				15,923,322
Sales of Series E preferred share units		$ 32			332,468		$ 332,500
Sales of Series E preferred share units, shares		32,126
Deemed dividend related to beneficial conversion features and accrued dividends					104,533	(156,097)	(51,564)
Common stock issued for conversion of Series E preferred shares		$ (340)	$ 571,296		(570,956)
Common stock issued for conversion of Series E preferred shares, shares		(340,346)	571,296,287
Common stock issued for warrant exercise			$ 121,054		564,660		685,714
Common stock issued for warrant exercise, shares			121,053,570
Beneficial conversion effect related to debt conversions					143,872		143,872
Net income (loss)						3,682,857	3,682,857
Ending balance, value at Jun. 30, 2021	$ 700	$ 108	$ 2,485,934		109,966,487	(122,193,316)	(9,740,087)
Ending balance, shares at Jun. 30, 2021	700,000	108,150	2,485,934,060
Deemed dividend related to beneficial conversion features and accrued dividends						(21,386)	(21,386)
Common stock issued for conversion of Series E preferred shares		$ (17)	$ 25,726		(25,709)
Common stock issued for conversion of Series E preferred shares, shares		(17,135)	25,725,519
Common stock issued for warrant exercise			$ 325,539		2,929,416		3,254,955
Common stock issued for warrant exercise, shares			325,539,430
Warrant exercise inducement expense							(4,193,134)
Conversion of debt and accrued interest to series D preferred stock,shares		522,726
Conversion of series D preferred stock to common stock, shares		(398,350)
Net income (loss)						6,254,930	6,254,930
Warrant exercise inducement expense					4,193,134		4,193,134
Ending balance, value at Sep. 30, 2021	$ 700	$ 91	$ 2,837,199		$ 117,063,328	$ (115,959,772)	$ 3,941,546
Ending balance, shares at Sep. 30, 2021	700,000	91,015	2,837,199,009

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 6,254,930	$ (2,269,180)	$ 35,602,297	$ (3,453,338)	$ 7,668,607	$ (35,506,373)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense					498,876	42,101
Amortization of debt discount to interest expense					83,548	4,664,605
Stock-based compensation and consulting fees						1,999,749
Other non-cash interest and fees						9,080
Interest expense related to debt default						1,531,335
Derivative (income) expense, net			(37,826,129)		(3,284,306)	31,835,642
Non-cash portion of gain on extinguishment of debt, net					(1,564,941)	(7,203,589)
Non-cash portion of gain on deconsolidation of subsidiaries					(12,448,899)
Loss on lease abandonment	607,554				1,223,628
Warrant exercise inducement expense	4,193,134				4,193,134
Rent expense					1,680	12,911
Bad debt recovery					(11,240)
Other non-cash gain					(11,806)
Change in operating assets and liabilities:
Accounts receivable					173,941	628,378
Prepaid expenses and other current assets					159,142	(216,181)
Security deposit					94,000	(129,750)
Accounts payable and accrued expenses					500,908	(12,623)
Insurance payable					(123,445)	(250,961)
Accrued compensation and related benefits					(16,310)	226,415
NET CASH USED IN OPERATING ACTIVITIES					(2,863,483)	(2,369,261)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment						(460,510)
Proceeds from sale of property and equipment					3,451
Cash acquired in acquisition					10,031
Cash used for acquisitions					(2,133,146)
NET CASH USED IN INVESTING ACTIVITIES					(2,119,664)	(460,510)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of series E preferred share units					3,590,500
Proceeds from convertible notes payable						1,912,382
Proceeds from exercise of warrants					3,940,669
Repayment of convertible notes payable						(257,139)
Net proceeds from notes payable						4,479,662
Repayment of notes payable					(496,291)	(2,956,366)
Net proceeds (payments) on related party advances					37,315	(80,438)
NET CASH PROVIDED BY FINANCING ACTIVITIES					7,072,193	3,098,101
NET INCREASE IN CASH					2,089,046	268,330
CASH, beginning of period		$ 579,283		$ 50,026	579,283	50,026	$ 50,026
CASH, end of period	$ 2,668,329		$ 318,356		2,668,329	318,356	$ 579,283
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest					288,533	1,051,418
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Debt discounts recorded						262,872
Increase in derivative liability and debt discount						1,702,471
Conversion of debt and accrued interest for common stock					543,457	7,362,182
Reclassification of accrued interest to debt						89,262
Reclassification of due to related parties to accrued expenses					94,000
Decrease in put premium and paid-in capital						385,385
Reclassification of warrant value from equity to derivative liabilities						11,381,885
Deemed dividend related to price protection and beneficial conversion features					882,043	18,696,012
Conversion of debt and accrued interest for Series D preferred stock						586,012
Assets acquired:
Accounts receivable					265,175
Prepaid expenses					7,534
Property and equipment					257,416
Right of use assets					44,388
Other receivable					622,240
Security deposits					33,340
Total assets acquired					1,230,093
Less: liabilities assumed:
Accounts payable					132,155
Accrued expenses					86,194
Notes payable					1,491,458
Lease liabilities					44,388
Total liabilities assumed					1,754,195
Increase in intangible assets - non-cash					$ 524,102

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS Transportation and Logistics Systems, Inc. (“ TLSS Company On June 18, 2018 (the “ Acquisition Date 100 Prime EFS Amazon On July 24, 2018, the Company formed Shypdirect LLC (“ Shypdirect On June 19, 2020, Amazon notified Prime EFS in writing (the “ Prime EFS Termination Notice In-Force Agreement Additionally, on July 17, 2020, Amazon notified Shypdirect that Amazon had elected to terminate the Amazon Relay Carrier Terms of Service (the “ Program Agreement Shypdirect Termination Notice Aug. 3 Proposal During the year ended December 31, 2020 and 2019, one customer, Amazon, represented 96.7 98.7 36.7 4,273,498 While the Company has commenced replacing its Amazon business with the acquisitions as set forth below, such initiatives are consistent with its already existing business plan 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 potential acquisition opportunities, while continuing to execute its restructuring plan which commenced in February 2020. On November 13, 2020, the Company formed a 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). TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 On November 16, 2020, the Company formed a wholly owned subsidiary, TLSS Acquisition, Inc., a company incorporated under the laws of the State of Delaware (“TLSS Acquisition”). 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). 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”). On August 16, 2021, the Company’s subsidiaries, 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 of the 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, 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 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 Company ceded authority for managing the businesses to the Assignee, and the Company’s management cannot carry on Prime EFS or Shypdirect’s activities in the ordinary course of business. 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, the Company concluded that it had lost control of Prime EFS and Shypdirect, and no longer had significant influence over these subsidiaries during the ABC proceedings. 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 (See Note 10). The Company’s results of operations for the three and nine months ended September 30, 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. As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to the Assignment for the Benefit of Creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying condensed consolidated balance sheets. Unless the context otherwise requires, TLSS and its wholly owned subsidiaries, TLSS Acquisition, Cougar Express, Shyp FX and Shyp CX, and its deconsolidated subsidiaries, Prime EFS and Shypdirect, whose results of operations for the three and nine months ended September 30, 2021 and 2020 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, 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.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION Basis of presentation and principles of consolidation The 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 financial statements of the Company for the year ended December 31, 2020 and notes thereto included in the Company’s annual report on SEC Form 10-K, filed on March 17, 2021. 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 the three and nine months ended September 30, 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. 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 Company ceded authority for managing the businesses to the Assignee, and the Company’s management cannot carry on Prime EFS or Shypdirect’s activities in the ordinary course of business. For these reasons, the Company concluded that it had lost control of Prime EFS and Shypdirect, and no longer had significant influence over these subsidiaries during the ABC proceedings. 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. As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have to been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying condensed consolidated balance sheets (See Note 10). The unaudited condensed consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, TLSS Acquisition, Cougar Express, Shyp FX and Shyp CX, and Prime EFS and Shypdirect through the date of deconsolidation (September 7, 2021). 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. Going concern consideration The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, for the nine months ended September 30, 2021 and 2020, the Company had a net loss from operations of $ 5,251,336 3,919,831 2,863,483 2,369,261 115,959,772 3,941,546 1,283,101 On June 19, 2020, Amazon notified Prime EFS by the Prime EFS Termination Notice that it does not intend to renew the In-Force Agreement when that agreement expired. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Additionally, on July 17, 2020, pursuant to the Shypdirect Termination Notice, Amazon notified Shypdirect that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020 (see Note 1). However, on August 3, 2020, Amazon offered pursuant to the Aug. 3 Proposal 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 releases any and all claims it may have against Amazon, and Prime EFS covenants not to sue Amazon. In a “Separation Agreement” dated August 23, 2020, by and among Amazon, Prime EFS and the Company, Prime EFS and the Company agreed, for nominal consideration, that the Delivery Service Partner Program Agreement between Amazon and Prime EFS would terminate effective September 30, 2020; that Prime EFS and the Company would cooperate in an orderly transition of the last-mile delivery business from Prime EFS to other service providers; that Prime EFS would return any and all vehicles leased from Element Fleet Corporation by October 7, 2020 in good repair; and that Prime EFS would dismiss the Amazon Arbitration with prejudice. Under the same Separation Agreement, Prime EFS and the Company released any and all claims they had against Amazon and covenant not to sue Amazon. In a “Settlement and Release Agreement” dated August 21, 2020, by and among Amazon, Shypdirect, Prime EFS and the Company, Amazon withdrew the Shypdirect Termination Notice and extended the term of the Program Agreement to and including May 14, 2021. In the Settlement and Release Agreement, Shypdirect released any and all claims it had against Amazon, arising under the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020, or otherwise. 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 has caused Prime EFS and Shypdirect to become insolvent and to cease operations. During the first quarter of 2021, the Company’s subsidiaries defaulted on certain truck leases. In connection with these defaults, the Lessor has demanded that the Company’s subsidiaries pay for the leased trucks in the amount of approximately $ 2,871,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 minimal 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 2021, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. During the nine months ended September 30, 2021, the Company issued an aggregate of 343,118 3,590,500 3,940,669 The Company will continue to: (i) seek to replace its Amazon business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities, while continuing to execute its restructuring plan. 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 common and preferred shares and from the issuance of convertible promissory notes and notes payable, 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 condensed consolidated financial 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. Use of estimates The preparation of the 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 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 , TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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. Assets and liabilities measured at fair value on a recurring basis are as follows on September 30, 2021 and December 31, 2020: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS On September 30, 2021 On December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ — — — $ 4,181,187 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 For the Balance at beginning of period $ 4,181,187 $ 2,135,939 Initial valuation of derivative liabilities included in debt discount - 1,702,474 Initial valuation of derivative liabilities included in derivative expense - 14,892,068 Gain on extinguishment of debt related to repayment/conversion of debt (896,881 ) (44,169,129 ) Reclassification of warrants from equity to derivative liabilities - 11,381,885 Change in fair value included in derivative (gain) expense (3,284,306 ) 16,943,574 Balance at end of period $ - $ 2,886,811 The Company accounts for its derivative financial instruments, consisting of certain conversion options embedded in our 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. ASC 825-10 “ Financial Instruments The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses, insurance payable, other payables, and contingency liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s convertible notes payable and 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Cash and cash equivalents For purposes of the 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 September 30, 2021 and December 31, 2020, the Company did no The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On September 30, 2021, cash in bank in excess of FDIC insured levels amounted to approximately $ 2,474,000 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. 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 six years 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. Leases On January 1, 2019, the Company adopted 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 condensed consolidated statements of operations. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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. 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 nine months ended September 30, 2021 and 2020, the Company believes that it operates in one Derivative financial instruments The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates 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 Contracts in Entity’s Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features Revenue recognition and cost of revenue The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. 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 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 on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of packages that the Company makes under the service agreements. Control of the package transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. Management has reviewed the revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure is required to be presented. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Basic and diluted loss per share Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (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 and Series B and E preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future. The following table presents a reconciliation of basic and diluted net income (loss) per share: SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Income (loss) per common share - basic: Net income (loss) $ 6,254,930 $ 35,602,297 $ 7,668,607 $ (35,506,373 ) Less: deemed dividends (21,386 ) - (1,007,319 ) (18,696,012 ) Net income (loss) attributable to common stockholders $ 6,233,544 $ 35,602,297 $ 6,661,288 $ (54,202,385 ) Weighted average common shares outstanding – basic 2,600,758,966 1,136,231,561 2,160,897,037 472,432,161 Net income (loss) per common share – basic $ 0.00 $ 0.03 $ 0.00 $ (0.11 ) Income (loss) per common share - diluted: Net income (loss) attributable to common shareholders – basic $ 6,233,544 $ 35,602,297 $ 6,661,288 $ (54,202,385 ) Add: interest of convertible debt - 1,990,000 - - Add: Series E dividends 21,386 - 1,007,319 - Less: derivatives income - (37,826,129 ) - - Numerator for income (loss) per common share – diluted $ 6,254,930 $ (233,832 ) $ 7,668,607 $ (54,202,385 ) Weighted average common shares outstanding – basic 2,600,758,966 1,136,231,561 2,160,897,037 472,432,161 Add: dilutive shares related to: Warrants 176,830,482 19,363,556 223,645,806 - Series B preferred stock 700,000 - 700,000 - Series E preferred stock 121,414,010 - 121,414,010 - Convertible notes payable - 1,350,550,561 - - Weighted average common shares outstanding – diluted 2,899,703,458 2,506,145,678 2,506,656,853 472,432,161 Net income (loss) per common share – diluted $ 0.00 $ (0.00 ) $ 0.00 $ (0.11 ) Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the nine months ended September 30, 2021 and 2020 as they would have an anti-dilutive impact on the Company’s net income (loss) in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING September 30, 2021 September 30, 2020 Stock warrants 467,008,109 54,746,723 Stock options 80,000 80,000 Convertible debt - 1,350,550,561 Series B convertible preferred stock 700,000 700,000 Series D convertible preferred stock - 124,376,000 Series E convertible preferred stock 121,414,010 - Antidilutive securities excluded from computation of earnings per share 589,202,119 1,530,453,284 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation Improvements to Employee Share-Based Payment 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. 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 consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (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): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position and results of operations. 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 consolidated financial position, results of operations or cash flows upon adoption.

ACQUISITIONS

ACQUISITIONS	9 Months Ended
	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	NOTE 3 – ACQUISITIONS 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. The purchase price was $ 100,000 400,000 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 New York tri-state area (“Cougar Express”). The purchase price was $ 2,000,000 350,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 The assets acquired and liabilities assumed are 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 Based upon the 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 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 The Company shall record acquisition and transaction related expenses in the period in which they are incurred. During the nine months ended September 30, 2021 and 2020, acquisition and transaction related expenses primarily consisted of legal fees of approximately $ 8,200 0

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	9 Months Ended
	Sep. 30, 2021
Receivables [Abstract]
ACCOUNTS RECEIVABLE	NOTE 4 – ACCOUNTS RECEIVABLE On September 30, 2021 and December 31, 2020, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2021 December 31, 2020 Accounts receivable $ 474,318 $ - Allowance for doubtful accounts - - Accounts receivable, net $ 474,318 $ -

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 5 - PROPERTY AND EQUIPMENT On September 30, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life September 30, 2021 December 31, 2020 Delivery trucks and vehicles 3 6 years $ 691,715 $ 544,010 Equipment 1 5 years 51,301 3,470 Subtotal 743,016 547,480 Less: accumulated depreciation (180,026 ) (74,810 ) Property and equipment, net $ 562,990 $ 472,670 During the nine months ended September 30, 2021, the Company sold vehicles of $ 116,310 38,992 3,451 73,864 3 For the nine months ended September 30, 2021 and 2020, depreciation expense is included in general and administrative expenses and amounted to $ 173,849 42,101

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 6 – INTANGIBLE ASSETS On September 30, 2021 and December 31, 2020, intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful life September 30, 2021 December 31, 2020 Customer relations 3 5 years $ 2,497,217 - Non-compete agreement 5 years 150,000 - Intangible assets gross 2,647,217 - Less: accumulated amortization (325,027 ) - Intangible assets net $ 2,322,190 $ - For the nine months ended September 30, 2021 and 2020, amortization of intangible assets amounted to $ 325,027 0 Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending September 30: Amount 2022 $ 577,825 2023 577,825 2024 520,771 2025 453,342 2026 192,427 Total $ 2,322,190 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021

CONVERTIBLE PROMISSORY NOTES PA

CONVERTIBLE PROMISSORY NOTES PAYABLE	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
CONVERTIBLE PROMISSORY NOTES PAYABLE	NOTE 7 – CONVERTIBLE PROMISSORY NOTES PAYABLE August 30, 2019 convertible debt and related warrants On August 30, 2019, the Company closed Securities Purchase Agreements (the “ August 2019 Purchase Agreements 0.006 0.006 0 22,064 0 22,064 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 Q1/Q2 2020 Notes 827,200 Q1/Q2 2020 Warrants 1,880,000 10 188,000 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 includes, 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 accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the issuance of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a “Q1/Q2 2020 Note Amortization Payment”), was due and payable, until the Maturity Date (as defined in the applicable Q1/Q2 2020 Note), at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable on such Q1/Q2 2020 Note will be immediately due and payable. Q1/Q2 2020 Note Stock Payment The Q1/Q2 2020 Notes may be prepaid, provided that certain Equity Conditions, as defined in the Q1/Q2 2020 Notes, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from each Q1/Q2 2020 Note’s respective original issuance date until and through the day that falls on the third month anniversary of such original issue date (each a “ Q1/Q2 2020 Note 3 Month Anniversary In the event the Company consummates a Public Offering while the Q1/Q2 2020 Notes are outstanding, then 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the Q1/Q2 2020 Notes. As the Equity Conditions have not been met, through March 31, 2021 and the date hereof, the Company has not prepaid any the Q1/Q2 2020 Notes, in whole or in part. From the original issue date of a Q1/Q2 2020 Note until such Q1/Q2 2020 Note is no longer outstanding, such Q1/Q2 2020 Note is 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 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 three months ended June 30, 2021, the Company reversed the accrued Mandatory Penalty amount due of $ 664,400 664,400 28,358,841 277,916 0 717,852 801,400 83,548 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 $ 41,500 415,000 195,000 220,000 6 April 20 Note Maturity Date April 20 Note Amortization Payment April 20 Note Stock Payment The April 20 Note may be prepaid, provided that certain Equity Conditions, as defined in the April 20 Note, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from April 20, 2020 until and through July 20, 2020 at an amount equal to 105% of the aggregate of the outstanding principal balance of the April 20 Note and accrued and unpaid interest, and (ii) after July 20, 2020 at an amount equal to 115% of the aggregate of the outstanding principal balance of the April 20 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, the holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, (y) exchange its April 20 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold the April 20 Note. Except for a Public Offering and April 20 Note Amortization Payments, in order to prepay the April 20 Note, the Company must provide at least 30 days’ prior written notice to the holder, during which time the holder may convert the April 20 Note in whole or in part at the then applicable conversion price. For avoidance of doubt, the April 20 Note Amortization Payments will be prepayments and are subject to prepayment penalties equal to 115% of the April 20 Note Amortization Payment. In the event the Company consummates a Public Offering while the April 20 Note is outstanding, then 25% of the net proceeds of such offering will, within two business days of the closing of such Public Offering, be applied to reduce the outstanding obligations pursuant to the April 20 Note. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Until the April 20 Note is no longer outstanding, it is 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 are to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock. The April 20 Note includes a down-round provision under which the April 20 Note conversion price could be affected, by future equity offerings undertaken by the Company. During the year ended December 31, 2020, down-provisions were triggered. Since these instruments contained embedded derivatives, the trigger only effected the quantity and valuation of derivative liabilities and there was no other accounting effect. During the three months ended June 30, 2021, the Company issued 15,923,322 95,540 0 69,300 69,300 Other convertible debt As discussed in Note 10, on August 28, 2020, a note payable with a principal balance due of $ 185,000 185,000 7,500 20.000 15,000 170,000 15,454,546 0 Summary of derivative liabilities During the nine months ended September 30, 2021 and 2020, due to the non-payment of amortization payments due, substantially all convertible notes were deemed in default. Since the default principal due is convertible at the same default terms contained in the related convertible notes, the Company determined that various terms of the convertible notes discussed above caused derivative treatment of the embedded conversion options related to the principal and default principal due. Accordingly, under the provisions of ASC 815-40 - Derivatives and Hedging – Contracts in an Entity’s Own Stock As discussed above, the Company issued debt that consists of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock, default provisions and payment of amortization payments in stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of each promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable may exceed the Company’s authorized share limit, effective January 30, 2020, the equity environment was tainted, and all convertible debentures and warrants were included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities. On January 30, 2020, the Company evaluated all outstanding warrants to determine whether these instruments are tainted and, due to reasons discussed above, all warrants outstanding were considered tainted. Accordingly, the Company recorded a reclassification from paid-in capital to derivative liabilities of $ 11,381,885 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 In connection with the issuance of the Q1/Q2 2020 Notes and the warrants issued in February, March and April 2020, the Company determined that various terms of the Q1/Q2 2020 Notes and Q1/Q2 2020 Warrants, including the default provisions in the Q1/Q2 2020 Notes discussed above, caused derivative treatment of the embedded conversion options and warrants. Accordingly, under the provisions of ASC 815-40 - Derivatives and Hedging – Contracts in an Entity’s Own Stock In connection with the issuance of the April 20 Note, the Company determined that various terms of the April 20 Note, including the default provisions in the April 20 Note discussed above, caused derivative treatment of the embedded conversion options and warrants. Accordingly, under the provisions of ASC 815-40 - Derivatives and Hedging – Contracts in an Entity’s Own Stock During the nine months ended September 30, 2021 and 2020, 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 2020 Expected dividend rate - - Expected term (in years) 0.75 5.00 1.00 5.00 Volatility 169.7 367.0 % 154.2 370.0 % Risk-free interest rate 0.04 0.87 % 0.12 1.62 % On September 30, 2021 and December 31, 2020, convertible promissory notes are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES September 30, 2021 December 31, 2020 Principal and default penalty amount $ - $ 1,062,764 Less: unamortized debt discount (83,548 ) Convertible notes payable, net - 979,216 Less: current portion of convertible notes payable - (979,216 ) Convertible notes payable, net – long-term $ - $ - On December 31, 2020, the principal and default penalty amount due of $ 1,062,764 351,000 711,764 For the nine months ended September 30, 2021 and 2020, amortization of debt discounts related to convertible notes amounted to $ 83,548 4,058,842

NOTES PAYABLE

NOTES PAYABLE	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
NOTES PAYABLE	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 four 100,000 4 200,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 two 175,000 6 175,000 Equipment and auto notes payable In November 2019, the Company entered into a promissory note for the purchase of five trucks in the amount of $ 460,510 sixty 9,304 January 27, 2020 325,102 375,422 In connection with the acquisition of DDTI, the Company assumed several truck notes payable liabilities due to entities. On September 30, 2021, truck notes payable to these entities amounted to $ 79,526 In connection with the acquisition of Cougar Express, the Company assumed several equipment notes payable liabilities due to entities. On September 30, 2021, equipment notes payable to these entities amounted to $ 6,257 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 CARES Act 622,240 622,240 Line of credit The Company’s subsidiary, Cougar Express, maintains a $ 5,000 20.0 4,888 On September 30, 2021 and 2020, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Principal amounts $ 790,773 $ 375,422 Less: current portion of notes payable (511,788 ) (85,207 ) Notes payable – long-term $ 278,985 $ 290,215 For the nine months ended September 30, 2021 and 2020, amortization of debt discounts related to notes payable amounted to $ 0 605,763 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
STOCKHOLDERS’ EQUITY (DEFICIT)	NOTE 9– STOCKHOLDERS’ EQUITY (DEFICIT) Preferred stock Series B preferred shares In August 2019, the Company designated Series B Preferred Shares consisting of 1,700,000 0.001 0.001 On August 16, 2019, the Company issued 1,000,000 1,000,000 1,000,000 On August 16, 2019, the Company issued 700,000 700,000 Series D preferred shares The Board of Directors (the “ Board 10,000,000 0.001 On July 20, 2020, the Board filed the Certificate of Designation of Preferences (“COD”), Rights and Limitations of Series D Preferred Stock (the “ Series D COD 1,250,000 6.00 Stated Value 25 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 4.99 Approval of at least a majority of the outstanding Series D 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 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; (c) issue any Series D, other than to the Investors; or (d) without limiting any provision hereunder, whether or not prohibited by the terms of the Series D, circumvent a right of the Series D. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 On July 20, 2020 and July 22, 2020, the Company entered Exchange Agreements with two Investors to exchange outstanding August 2019 Notes and August 2019 Warrants for a newly created series of preferred stock designated the Series D Convertible Preferred Stock. Pursuant to the Exchange Agreements, the Investors exchanged August 2019 Notes with an aggregate remaining principal amount outstanding of $ 500,184 85,827 423,159,293 522,726 Exchange 239,678 During the period from July 1, 2020 to December 31, 2020, the Company issued 522,726,000 522,726 The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD. Accordingly, as of September 30, 2021 and December 31, 2020, no These Series D preferred share issuances which were not redeemable were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series D preferred stock agreements, Series D preferred stock was not redeemable. As such, since Series D preferred stock was not redeemable, the Series D preferred stock was classified as permanent equity. The Company also concluded that the conversion rights under the Series D Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series D Preferred Stock were not considered an embedded derivative that required bifurcation. Series E preferred shares To consummate the Series E Offering, the Company’s Board of Directors (the “ Board Series E 10,000,000 0.001 7,049,999 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 E COD 562,250 Amended Series E COD 13.34 Stated Value ● 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 , 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 Good Amount”) “Extra Amount”) 80% “Conversion Date”) 70% TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 Event Conversion Amount”), “Triggering Event Conversion Amount” 125 “Triggering Event Conversion Price” 0.006 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 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 Share Price”) “Applicable Price”) “Dilutive Issuance”), 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 6 125,276 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 25 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 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 On October 8, 2020, the Company entered into a Securities Purchase Agreement with the investors party thereto (collectively the “Investors”) pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 47,977 23,988,500 50 640,000 13.34 35,000 605,000 0.04 23,988,500 95,954,000 0.01 On December 28, 2020 and December 30, 2020, 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) 57,400 76,571,429 1,334 670,000 11.67 112,000 558,000 0.01 527,230 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) 310,992 414,857,146 1,334 3,630,000 11.67 372,000 3,258,000 0.01 82,971,429 0.01 777,510 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 42,857,143 1,334 375,000 11.67 42,500 332,500 0.01 8,571,429 0.01 104,533 In connection with the Series E Offerings, the Company entered into Registration Rights Agreements (the “ Series E Registration Rights Agreements Event Event Date Filing Events Effectiveness Events S-1 Registration Statement Filing Date Effective Date TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 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 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 67,000 15,314,285 0.01 385,500 91,542,858 0.01 400,500 During the three months ended June 30, 2021, the Company issued 571,296,287 340,346 During the three months ended September 30, 2021, the Company issued 25,725,519 17,135 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 On February 22, 2021, the Company sold to John Mercadante, for $ 10 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Common stock On February 23, 2021, stockholders holding at least 51 10,000,000,000 0.001 The Company filed a preliminary information statement on Schedule 14C regarding the stockholders’ consent to the Authorized Share Increase Amendment with the SEC on 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. Shares issued in connection with conversion of convertible debt and interest During the six months ended June 30, 2020, the Company issued 417,863,999 2,844,979 218,600 8,180 Debt with Conversion and Other Options. 15,704,425 During the three months ended September 30, 2020, the Company issued 477,682,407 4,215,651 82,852 900 512,366 On January 11, 2021, the Company issued 15,454,545 170,000 During the three months ended June 30, 2021, the Company and each Q1/Q2 2020 Note investor entered into a letter agreement whereby the investor waived its right to any Mandatory Default Payment. Accordingly, during the three months ended June 30, 2021, the Company reversed the accrued Mandatory Penalty amount due of $ 664,400 664,400 28,358,841 277,916 During the three months ended June 30, 2021, the Company issued 15,923,322 95,540 Debt with Conversion and Other Options. 143,872 Shares issued in connection with conversion of Series E preferred shares During the three months ended June 30, 2021, the Company issued 571,296,287 340,346 During the three months ended September 30, 2021, the Company issued 25,725,519 17,135 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Shares issued upon exercise of warrants During the six months ended June 30, 2020, the Company issued 70,203,889 During the three months ended September 30, 2020, the Company issued 85,710,419 83,662,448 During the three months ended June 30, 2021, the Company issued 52,482,141 98,557,429 In May and June 2021, the Company issued 68,571,429 685,714 68,571,429 0.01 During the three months ended September 30, 2021, the Company issued 325,539,430 3,254,955 325,539,430 0.01 Common shares issued settlement On July 20, 2020, in connection with the parties’ recent settlement, the Company issued 10,281,018 502,742 0.049 502,742 Common shares issued conversion of Series B preferred shares On July 24, 2020, the Company issued 1,000,000 1,000,000 Common shares issued conversion of Series D preferred shares During the three months ended September 30, 2020, the Company issued 398,350,000 398,350 Warrants Warrants issued in connection with Series E preferred shares In connection with certain down-round provisions on the Series E warrants issued in October 2020, the Company increased the number of warrants by 71,965,500 In connection with the sale of Series E preferred shares, during the nine months ended September 30, 2021, the Company issued warrants to purchase 457,714,289 0.01 91,542,858 0.01 During the three months ended June 30, 2021, the Company issued 52,482,141 98,557,429 In May and June 2021, the Company issued 68,571,429 685,714 68,571,429 0.01 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 During the three months ended September 30, 2021, the Company issued 325,539,430 3,254,955 325,539,430 0.01 During the six months ended September 30, 2021, the Company entered into Securities Purchase Agreements with certain of the holders of its existing Series E preferred warrants (“Exercising Warrants Holders”). Pursuant to the Securities Purchase Agreements, the Exercising Warrants Holders and the Company agreed that the Exercising Warrants Holders would cash exercise their existing warrants, into shares of common stock underlying such existing warrants Shares. In order to induce the Exercising Warrant Holders to cash exercise their existing Warrants, the Securities Purchase Agreements provided for the issuance of new warrants (“New Warrants”) with such New Warrants to be issued in an amount equal to 50% of the number of shares acquired by the Existing Warrant Holder through the exercise of existing warrants for cash. The New Warrants are exercisable upon issuance and terminate five years following the initial exercise date. The New Warrants have an exercise price per share of $ 0.01 394,110,859 Warrant activities for the nine months ended September 30, 2021 are summarized as follows: SUMMARY OF WARRANT ACTIVITIES Number of Shares Weighted Weighted Average Aggregate Balance Outstanding December 31, 2020 147,112,603 0.052 4.83 $ 1,780,356 Granted 549,257,147 0.01 Inducement warrants granted 191,341,147 0.01 Increase in warrants related to price protection 71,965,500 0.01 Exercises (492,668,288 ) 0.01 Balance Outstanding September 30, 2021 467,008,109 $ 0.02 4.54 $ 7,291,764 Exercisable, September 30, 2021 467,008,109 $ 0.02 4.54 $ 7,291,764 Stock options Stock option activities for the nine months ended September 30, 2021 are summarized as follows: SUMMARY OF STOCK OPTION ACTIVITIES Number of Weighted Average Weighted Average Aggregate Balance Outstanding December 31, 2020 80,000 $ 8.84 3.58 - Granted - - Cancelled - - Balance Outstanding September 30, 2021 80,000 $ 8.84 2.59 $ - Exercisable, September 30, 2021 40,000 $ 8.84 2.59 $ - TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021

ASSIGNMENT FOR THE BENEFIT OF C

ASSIGNMENT FOR THE BENEFIT OF CREDITORS	9 Months Ended
	Sep. 30, 2021
Assignment For Benefit Of Creditors
ASSIGNMENT FOR THE BENEFIT OF CREDITORS	NOTE 10 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS On August 19, 2021 the Company’s subsidiaries, Prime EFS and Shypdirect executed Deed 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 of the 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, the debtor companies. 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 are insolvent and are unable to pay their debts when they become 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 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. The Company’s results of operations for the three and nine months ended September 30, 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. 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 Company ceded authority for managing the businesses to the Assignee, and the Company’s management cannot carry on Prime EFS or Shypdirect’s activities in the ordinary course of business. Additionally, Prime EFS and Shypdirect no longer conduct any business and is not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, the Company concluded that it had lost control of Prime EFS and Shypdirect, and no longer had significant influence over these subsidiaries during the ABC proceedings. 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. In order to deconsolidate Prime EFS and Shypdirect, the carrying values of the assets and liabilities of Prime EFS and Shypdirect were removed from the Company’s unaudited condensed consolidated balance sheet as of September 7, 2021. In connection with the deconsolidation, the Company recognized a gain on deconsolidation of subsidiaries of $ 12,427,220 SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES September 30, 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying condensed consolidated balance sheets and consisted of the following: SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSETS AND LIABILITIES OF CREDITORS December 31, 2020 Assets: Current assets: Accounts receivable, net $ 372,922 Prepaid expenses and other 367,459 Total current assets subject to assignment for benefit of creditors 740,381 Other Assets: Security deposit 94,000 Property and equipment, net 126,137 Right of use assets, net 1,445,274 Total other assets subject to assignment for benefit of creditors 1,665,411 Total assets subject to assignment for benefit of creditors $ 2,405,792 Liabilities: Current liabilities: Notes payable (a) $ 3,834,337 Accounts payable 638,682 Accrued expenses 170,500 Insurance payable 1,959,099 Contingency liabilities 3,311,272 Lease liabilities, current portion 380,843 Due to related parties 124,000 Accrued compensation and related benefits 919,726 Total current liabilities subject to assignment for benefit of creditors 11,338,459 Long-term liabilities: Notes payable, net of current portion (a) 147,379 Lease liabilities, net of current portion 1,102,617 Total long-term liabilities subject to assignment for benefit of creditors 1,249,996 Total liabilities subject to assignment for benefit of creditors $ 12,588,455 (a) Notes payable subject to assignment for benefit of creditors On December 31, 2020, notes payable subject to assignment for benefit of creditors consisted of the following: SCHEDULE OF NOTES PAYABLE SUBJECT TO ASSIGNMENT FOR BENEFIT OF CREDITORS December 31, 2020 Principal amounts $ 3,981,716 Less: current portion of notes payable (3,834,337 ) Notes payable subject to assignment for benefit of creditors – long-term $ 147,379 On December 31, 2020, notes payable related to a promissory note amounted to $ 80,490 80,490 In connection with the acquisition of Prime EFS, the Company assumed several notes payable liabilities due to entities or individuals. These notes have effective interest rates ranging from 7 10 40,000 40,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 During the year ended December 31, 2019, the Company entered into separate promissory notes with several individuals totaling $ 2,517,150 40,000 2,238,900 238,250 These notes were due between 45 and 273 days from the respective note issuance date. 1,118,400 439,623 five year 2.50 978,750 120,307 443,000 423,000 20,000 320,500 195,000 150,000 82,274 200,000 7,500 15,000 185,000 185,000 220,000 220,000 In connection with the acquisition of Prime EFS, the Company assumed several equipment notes payable liabilities due to entities. On and December 31, 2020, Prime EFS equipment notes payable to these entities amounted to $ 43,364 36,233 During the years ended December 31, 2019 and 2018, the Company entered into auto financing agreements in the amount of $ 44,905 162,868 151,710 On April 2, 2020, the Company’s subsidiary, Shypdirect, entered into a Paycheck Protection Program promissory note (the “ Shypdirect PPP Loan 504,940 SBA Paycheck Protection Program CARES Act 504,940 504,940 On April 15, 2020, the Company’s subsidiary, Prime EFS, entered into a Paycheck Protection promissory note (the “ Prime EFS PPP Loan PPP Loans 2,941,212 April 16, 2022 2,941,212 2,941,212 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Neither Prime EFS nor Shypdirect provided any collateral or guarantees for these PPP Loans, nor did they pay any facility charge to obtain the PPP Loans. These promissory notes provide for customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. Prime EFS and Shypdirect may prepay the principal of the PPP Loans at any time without incurring any prepayment charges. These PPP Loans may be forgiven partially or fully if the loan proceeds are used for covered payroll costs, rent and utilities, provided that such amounts are incurred during the twenty-four-week period that commenced on May 1, 2020 and at least 60% of any forgiven amount has been used for covered payroll costs. 2,691,884

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11 – COMMITMENTS AND CONTINGENCIES Legal matters From time to time, we may be involved in litigation relating to claims arising out of our operation in the normal course of business. Disputes Between Prime EFS, ELRAC LLC, and Enterprise Leasing Company of Philadelphia, LLC On or about January 10, 2020, Prime EFS was named as sole defendant in a civil action captioned ELRAC LLC v. Prime EFS ELRAC Action ELRAC 382,000 58,000 ELRAC subsequently moved for a default judgment against Prime EFS. By letter to the court dated March 9, 2020, Prime EFS opposed entry of a default judgment and contended that all claims in the ELRAC Action were subject to mandatory arbitration clauses found in the individual lease agreements. On March 19, 2020, ELRAC filed a stipulation dismissing the ELRAC Action without prejudice and advised Prime EFS that it intends to file an arbitration at the American Arbitration Association alleging essentially identical claims. During the period it was leasing vans and trucks from ELRAC and its affiliate, Enterprise Leasing Company of Philadelphia, LLC (“ Enterprise PA Enterprise 387,392 Arbitration 327,000 On October 9, 2020, Enterprise filed its Answer and Counterclaims in the Arbitration. In its Answer, Enterprise denies liability to Prime for $ 327,000 382,000 256,000 62,000 Prime EFS believes the Enterprise Answer and Counterclaims lack merit and intends to defend its position in the Arbitration vigorously. Nevertheless, while it believes it has meritorious defenses to this action, out of an abundance of caution and without prejudice to its position in the matter, as of December 31, 2021, Prime EFS accrued a contingency liability of $ 440,000 440,000 Bellridge Capital, L.P. v. TLSI and John Mercadante After discontinuing a prior action in federal court, on April 23, 2021, Bellridge Capital, L.P. (“ Bellridge Bellridge Action TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 The complaint in the Bellridge Action asserts 11 causes of action: (1) against TLSI, allegedly for breach of a convertible promissory note issued June 18, 2018 (the “ June 2018 Note 539,114 343,000 December 2018 Note 196,699 Exchange Agreement 3,337,500 447,500 447,500 th 31,500 57,960 The purchase price stated in the June 2018 Note is $ 1,664,995 2,413,999 33.33 10 ab initio The purchase price stated in the December 2018 Note is $ 300,000 330,000 10 10 90 30 90 When Bellridge offered to engage in the Exchange Agreement, Bellridge was able to dictate terms and extract concessions from TLSI that were commercially unreasonable and unconscionable. It was able to do so solely because of its violations of N.Y. Penal Law § 190.40 Bellridge in July 2018. As such, TLSI believes the Exchange Agreement is null and void under N.Y. Penal Law § 190.40 and cannot be enforced in this action. On June 4, 2021, TLSI and Mercadante moved to dismiss this action for failure to state a claim and, as to Mercadante, lack of jurisdiction (the “ MTD inter alia 500,000 1.92 In August 2021, Bellridge issued discovery requests to the defendants. In September 2021, the Court stayed all discovery pending the determination of the Defendants’ MTD. 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 Mr. Mercadante. On October 29, 2021, the Company filed its Answer in this case. The Company intends to defend this case vigorously. The Defendants believe they have good defenses to all claims alleged in the matter, including without limitation the defense of usury as outlined above. Based on the early stage of this matter, 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 SCS, LLC v. Transportation and Logistics Systems, Inc. On January 14, 2021, a civil action was filed against the Company in the Circuit Court of the 15 th SCS, LLC v. Transportation and Logistics Systems, Inc The plaintiff in the case, SCS, LLC (“ SCS 42,000 On February 9, 2021, the Company filed its answer, defenses and counterclaims to this 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. SCS filed a motion to strike TLSI’s defenses and counterclaims and TLSI has opposed that application. Those motions remain sub judice. 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 on the early stage of this matter, 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. 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 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 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 current chairman and chief executive officer of the Company, the current chief development officer of the Company and, since February 2020, the Company’s restructuring consultant, breached fiduciary duties owed to the Company. The Company’s restructuring consultant, defendant Sebastian Giordano, renders his services through another defendant in the action, Ascentaur LLC. Briefly, the complaint alleges that the Company’s chief executive officer 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 an equity offering. The complaint also alleges that current management 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 current management “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. The Company’s current management has tendered the complaint to its directors’ and officers’ liability carrier for defense and indemnity purposes, which coverage is subject to a $ 250,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 On August 5, 2020, all defendants in this action moved to dismiss the complaint for failure to state a claim upon which relief can be granted. Among other things, all defendants allege in their motion 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). All defendants also assert that the majority of the claims are governed by Nevada law because they concern the internal affairs of the Company. Defendants further assert that, under Nevada law, each of the business decisions challenged by SCS is protected by the business judgment rule. Defendants 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. Defendants further assert that, because SCS’s constructive fraud claim simply repackages Plaintiff’s claims for breach of fiduciary duty, it too must fail. Defendants 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, defendants 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 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.” SCS has a right to file court papers opposing the above motion and thereafter the defendants intend to file reply papers in further support of the motion. To date, the court has not entered an order scheduling these filings or a hearing on the motion. While they hope to prevail on the motion, win or lose, current Company management, Mr. Giordano and Ascentaur LLC advise that they intend to mount a vigorous defense to this action, as they believe the action to be entirely bereft of merit. 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. Frank Mazzola v. TLSI and Prime EFS, et al. On July 24, 2020, Prime EFS terminated the employment of Frank Mazzola effective that day. On July 27, 2020, Mr. Mazzola filed a Complaint and Jury Demand in the United States District Court for the Southern District of New York in which he named as defendants Prime EFS, the Company, John Mercadante and Douglas Cerny. The case was assigned # 1:20-CV-5788-VM. In this action, Mr. Mazzola alleges that he had an employment agreement with Prime EFS and that Prime EFS breached the alleged employment agreement through two alleged pay reductions and by terminating his employment. The Complaint contains eight counts: (1) breach of contract against Prime EFS; (2) breach of the covenant of good faith and fair dealing against Prime EFS; (3) intentional misrepresentation against Prime EFS, the Company and Mr. Mercadante; (4) negligent misrepresentation against Prime EFS, the Company and Mr. Mercadante; (5) tortious interference with contract against the Company, Mr. Mercadante and Mr. Cerny; (6) tortious interference with prospective economic advantage against the Company, Mr. Mercadante and Mr. Cerny; (7) conversion against all defendants; and (8) unjust enrichment against all defendants. Mr. Mazzola seeks specific performance of the alleged employment agreement and damages of not less than $3 million. Without Answering the Complaint, on August 14, 2020, the defendants objected to the Complaint on the grounds of lack of personal jurisdiction, improper venue and because the Complaint failed to state a claim upon which relief could be granted. On August 25, 2020, the Court ordered Mr. Mazzola to respond to the defendant’s objections within three days. On August 28, 2020, Mr. Mazzola voluntarily withdrew the action. On September 1, 2020, Mr. Mazzola served the defendants with a Complaint and Jury Demand that Mr. Mazzola filed in the Superior Court of New Jersey, Law Division, Bergen County, docket number BER-L-004967-20. The Complaint alleged the same claims as those set forth in the Complaint that Mr. Mazzola had filed in the now withdrawn New York federal lawsuit. On September 28, 2020, the defendants removed the New Jersey state court lawsuit to the United States District Court for the District of New Jersey, which has been assigned civil action number 2:20-cv-13387-BRM-ESK. On October 5, 2020, all defendants filed a motion to dismiss each and every claim asserted against them in the New Jersey federal action. On December 7, 2020, Mr. Mazzola filed an amended complaint in this action (the “AC”) alleging three (3) claims for relief: one for Breach of Contract against Prime EFS; one for “Piercing the Corporate Veil” against the Company; and one for “Fraudulent Inducement” against Messrs. Mercadante and Cerny. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 The damages sought by each claim are identical: “approximately $ 2,000,000 1,040,000 On January 11, 2021, Prime EFS filed an answer to the AC, denying, under the faithless servant doctrine and otherwise, that it has any liability to Mr. Mazzola for any of the amounts sought. Prime EFS also filed counterclaims against Mr. Mazzola seeking recoupment of not less than $ 925,492 168,750 500,000 On January 27, 2021, Prime EFS filed an amended answer to the AC, increasing the amount sought on its counterclaim for recoupment of income paid to Mr. Mazzola from $ 925,492 1,111,833 Valesky In a Decision and Order dated September 24, 2021, the Court decided that this action should be transferred back to New York given the venue selection clause in the employment agreement between Mr. Mazzola and Prime. The Court therefore denied the Defendants’ motions to dismiss as moot. The Defendants thereafter filed a motion for reconsideration. On November 2, 2021, without any payment of money by any party to any other party, all claims and counterclaims in this action were dismissed with prejudice (meaning permanently) and all parties exchanged general releases. Rosemary Mazzola v. TLSI and Prime EFS On September 19, 2020, attorneys for Frank Mazzola’s mother, Rosemary Mazzola, filed an action in the United States District Court for the Southern District of New York against TLSI and Prime EFS. The case was assigned docket number 1:20-cv-7582 and assigned to USDJ Gregory H. Woods. In this action, Ms. Mazzola originally claimed that TLSI entered into and breached an unspecified contract by failing to pay her $ 94,000 94,000 94,000 On November 23, 2020, counsel for Ms. Mazzola filed an Amended Complaint in this action, dropping Mr. Cerny and adding Prime EFS, LLC as a party. The new pleading demands $ 209,000 94,000 On January 29, 2021, both TLSI and Prime EFS, LLC timely moved to the dismiss the Amended Complaint. Opposition and reply papers on this motion were filed in February 2021. Meanwhile, on March 11, 2021, the court entered an order in the case requiring all fact discovery to be concluded by September 9, 2021. On October 13, 2021, the Court denied the Defendants’ motion to dismiss. Also on October 13, 2021, the defendants filed a letter motion seeking leave to add Frank Mazzola as a third-party defendant in this action. On October 27, 2021, the defendants filed their Answer and Counterclaims against Mrs. Mazzola. On November 2, 2021, without any payment of money by any party to any other party, all claims and counterclaims in this action were dismissed with prejudice (meaning permanently) and all parties exchanged general releases. As of December 31, 2020, out of an abundance of caution and without prejudice to its position in this matter, a $ 94,000 Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS, 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 789,000 inter alia TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 in action in the Supreme Court, State of New York, Suffolk County, seeking defense and indemnity for the Mercedes-Mejia action from the insurance brokerage, Acrisure LLC, which sold the County Hall insurance policy to Prime. On August 19, 2021, the Plaintiff filed a motion for leave to file a first amended complaint to name four (4) additional parties as defendants – TLSI, ShypCX, Inc., ShypFX, Inc. and Cougar Express, Inc. 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 TLSI, ShypCX, Inc., ShypFX, Inc. and Cougar Express, Inc. as Defendants. All of the recently named Defendants in this action intend to vigorously defend themselves in this action and to pursue the third-party actions for defense and indemnity against both County Hall and Acrisure. However, owing to the early stage of this action, we cannot evaluate the likelihood of an adverse outcome or estimate our liability, if any, in connection with this claim. Valesky v. Prime EFS, Shypdirect and TLSI Plaintiff, an ex-dispatcher for Prime EFS, brought this action in the U.S. District Court for the District of New Jersey under the Family and Medical Leave Act of 1993 and the New Jersey Law Against Discrimination seeking unspecified compensatory and punitive damages. In April 2021, we settled this matter for a payment of $ 35,000 Ynes Accilien v. Prime EFS This action was brought on April 27, 2020 in the Superior Court of New Jersey for Bergen County by the plaintiff alleging injuries from a May 12, 2019 collision with a van leased by Prime EFS and operated by Prime EFS employees. The plaintiff has also filed a workers’ compensation claim. Prime EFS’s insurer has been defending this matter without charging Prime EFS, and the Company and Prime EFS expect that the insurer will ultimately indemnify Prime EFS for any damages assessed. Default by Prime EFS on June 4, 2020 Settlement with Creditors On June 4, 2020, Prime EFS agreed with two related creditors (the “ Creditors Payment Plan 2,038,556 Outstanding Balance Pursuant to the Payment Plan, Prime EFS was obligated to pay $ 75,000 75,000 Thereafter, under the Payment Plan, beginning on June 19, 2020, Prime EFS was obligated to make weekly payments of $15,000 to the Creditors each Friday for 125 weeks ending with a final payment of $13,556 on November 18, 2022. Under the Payment Plan, Prime EFS also agreed that, if it fails to make a scheduled payment or otherwise defaults on its obligations, the remaining Outstanding Balance would be accelerated and due, in full, within five business days after receipt by Prime EFS of a notice of default from the Creditors. Under the Payment Plan, Prime EFS also agreed that, if Prime EFS does not pay the remaining Outstanding Balance within five business days after receipt of a notice of default, then the Creditors will be entitled to 9 Prime EFS made the $ 75,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Prime EFS also made each of the weekly payments due through Friday, September 18, 2020. However, Prime EFS did not make the payment due Friday, September 25, 2020, did not make any further weekly payment due under the Payment Plan, and has no present plan or intention to make any further payments under the Payment Plan because it lacks the cash-on-hand to do so. By letter dated October 16, 2020, attorneys for the Creditors gave Prime EFS notice of default (the “ Notice of Default 1,678,556 9 To date, Prime EFS has not responded to the Notice of Default and has no present plan or intention to respond. 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 September 30, 2021, this liability is no longer reflected on the Company’s condensed consolidated balance sheet. Dispute between Patrick Nicholson and Prime EFS By letter dated October 9, 2020, attorneys representing Patrick Nicholson allege that Prime EFS is in default of its payment obligations under a “10% Senior Secured Demand Promissory Note” issued February 13, 2019, in the principal amount of $ 165,000 55,000 In the demand, the attorneys for Mr. Nicholson allege the total balance owed, including interest, is $ 332,702 In the demand, the attorneys for Mr. Nicholson also contend that TLSI is jointly and severally liable with Prime EFS for this balance. If, as threatened, Mr. Nicholson files suit for non-payment under either or both promissory notes, it is anticipated that the defendants will mount a vigorous defense to the action. Among other things, it is Prime EFS’s position that Mr. Nicholson knew or should have known that the promissory notes dated February 13, 2019, and April 24, 2019 were invalid and unenforceable, since they were signed by Rosemary Mazzola, as owner or managing member of Prime, and it was public information that, after June 18, 2018, Ms. Mazzola was no longer an owner or managing member of Prime EFS. As of June 30, 2021, Prime EFS recorded notes payable of $ 220,000 66,297 Ryder Truck Rental, Inc. Demand Letter On March 2, 2021, Shypdirect received a demand letter from Ryder Truck Rental, Inc. (“Ryder”) related to a breach of the Truck Lease and Service Agreement between Shypdirect and Ryder, dated October 9, 2018. Pursuant to the letter, Ryder terminated the Truck Lease and Service Agreement for failure to pay invoices due. Pursuant to the letter, Ryder also elected to require Shypdirect to purchase all of the terminated Vehicle(s) in accordance with the agreement for $ 2,871,272 164,565 2,871,272 3,035,837 2,871,272 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Other than discussed above, as of September 30, 2021, 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 results of our operations. Consulting Agreement The Company retained the services of a consultant, Ascentaur, LLC (“Ascentaur”), pursuant to a Consulting Agreement between the Company and Ascentaur dated February 21, 2020, as amended (the “Consulting Agreement”). Under the Consulting Agreement, Sebastian Giordano, the CEO and principal of Ascentaur, provides management services to the Company in the role of chief executive under direction of the Board. Mr. Giordano devotes the majority of his business attention to the Company, but he may spend time on other business ventures. The Consulting Agreement runs until January 31, 2023 300,000 12,500 25,000,000 0.06 Leases See Note 13. On March 2, 2021, Shypdirect received a demand letter from Ryder Truck Rental, Inc. (“Ryder”) related to a breach of the Truck Lease and Service Agreement between Shypdirect and Ryder, dated October 9, 2018. Pursuant to the letter, Ryder terminated the Truck Lease and Service Agreement for failure to pay invoices due. Pursuant to the letter, Ryder elected to require Shypdirect to purchase all of the terminated Vehicle(s) in accordance with the agreement for $ 2,871,272 164,565 2,871,272 3,035,837 On December 31, 2020, contingency liability related to the Ryder termination amounted to $ 2,871,272 2,871,272 Potential acquisition On June 15, 2021, the Company entered into a Securities Purchase and Sale Agreement (the “SPSA”) with Anthony Berritto (“Berritto,” who is the sole shareholder of SalSon Logistics, Inc., a Georgia corporation (“SalSon”)), for the Company to purchase 100 SalSon, which is strategically located in the heart of Port of Newark, with additional locations in Florida, Georgia, New York, South Carolina, Texas, and Virginia, offers a range of services including warehousing, transload services, dedicated contract carriage, dray management, and store delivery servicing the retail, food and beverage, and industrial sectors. With more than 1,200 associates, over 1 million square feet of warehousing and a dedicated fleet of 550 tractors and 1,500 trailers, SalSon’s capabilities include cross dock, regional and local truckload, intermodal, vendor consolidation and deconsolidation, pool distribution, and unattended store delivery. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 Consideration for the purchase of the shares of SalSon shall be $ 90 The Purchase Price shall be paid by delivery at closing of: 1) An amount of the Company’s common stock equal to 19.9 2) $ 50 3) A secured promissory note (the “Note”) in the principal amount of $ 20 60 months 1.07 monthly basis 25 20 Mr. Berritto is expected to stay on to oversee the operation of SalSon and the Company’s existing fulfillment services subsidiaries. It is a condition to the closing of the transaction that Mr. Berritto enter into an employment agreement with SalSon. Mr. Berritto has agreed in principle to do so, but if the parties do not reach an agreement on employment terms, the Company does not intend to complete the transaction. The transaction is contingent upon the Company’s ability to secure debt financing for the cash portion of the purchase price. The financing will be secured by the assets of SalSon, and it will likely rely exclusively on SalSon’s assets and financial performance. SalSon currently is profitable with almost $ 100 The Company expects that it will need to raise the aggregate of approximately $ 60 The Company has experienced losses in its recent years of operations, and currently has a negative net worth, and has not received any proposed terms for such financing. Therefore, no assurance can be provided that the Company will be able obtain such financing. If the contemplated additional equity financing cannot be obtained, the Company will not have adequate cash available to fully fund the acquisition and transaction costs, the operations of SalSon and its other subsidiaries and investment banking fees. Such inability could also impair the Company’s ability to raise the necessary debt financing, or, if. such inability is first encountered after the Company procures a commitment for the debt financing and the contingency period for terminating the stock purchase agreement lapses, then it could also result in the Company’s default under the stock purchase agreement, since the closing of the transaction is not conditioned upon the Company securing such additional equity financing. The closing of the transaction under the SPSA (the “Closing”) was to occur within 90 days of the SPSA agreement date (on or before September 13, 2021), provided all conditions shall have been met or waived. The parties are in the process of negotiating an extension to the due diligence and financing periods pursuant to the SPA, as a quality of earnings report (“Q of E”) for the period ending June 30, 2021, was completed and disseminated to prospective financing sources on October 19, 2021. A Q of E provides a more detailed analysis of a company’s revenue and expenses, such as whether earnings generate an equal or greater amount of cash and the extent to which they are recurring or one-time, and is usually a necessary requirement for potential lenders to evaluate a potential financing transaction. The Company has engaged its outside accounting professionals to undertake an addendum to such Q of E through the end of August 31, 2021, to update such report through the most current period for which financial results of operations are available. The Company expects such addendum to be completed in the near future. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 The closing shall be further contingent on satisfaction of the Company’s due diligence review of SalSon and the absence of the occurrence of any material adverse effect on SalSon or its business. The transaction does not include any deposit, breakup or termination fee in the event that it does not close due to a failure to meet any of the contingencies, including that the Company cannot reach terms with Mr. Berritto for his employment or the Company cannot obtain the financing needed to close the acquisition.

RELATED PARTY TRANSACTIONS AND

RELATED PARTY TRANSACTIONS AND BALANCES	9 Months Ended
	Sep. 30, 2021
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND BALANCES	NOTE 12– RELATED PARTY TRANSACTIONS AND BALANCES Due to related parties In connection with the acquisition of Prime EFS, the Company acquired a balance of $ 14,019 489,174 489,174 216,155 130,000 35,000 94,000 94,000 During the year ended December 31, 2019, a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $ 88,000 75,000 163,000 57,200 0 During the year ended December 31, 2019, an entity which is controlled by a former employee of Prime EFS who exerted significant influence over the business of Prime EFS and Shypdirect, Frank Mazzola, advanced the Company $ 25,000 27,500 0 On December 22, 2020, the Company’s chief executive officer advanced the Company $ 30,000 30,000 Notes payable – related parties On July 3, 2019, the Company entered into a note agreement with an entity that is controlled by the Company’s chief executive officer’s significant other, in the amount of $ 500,000 January 3, 2021 CEO Note Maturity Date 18 20 241,007 173,692 500,000 500,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 On October 31, 2021, the Company and this related party note holder entered into a confidential settlement agreement and mutual release. (See Note 15). During the nine months ended September 30, 2021 and 2020, interest expense associated with advances from related parties, related party notes payable and convertible notes payable to related parties amounted to $ 67,315 152,262

OPERATING LEASE RIGHT-OF-USE (_

OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES	9 Months Ended
	Sep. 30, 2021
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities
OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES	NOTE 13 – OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES In December 2018, the Company entered into a lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through December 2023 14,000 th 14,420 28,000 In July 2019, the Company entered into a 4.5 February 2024 10,000 th 10,500 20,000 In July 2019, the Company entered into a five-year lease agreement for the lease of office and warehouse space and parking spaces under a non-cancelable operating lease through August 2024 18,000 increase by 3% each lease year 18,000 Due to a reduction in the Company’s revenues and the loss of its Amazon revenues, during the second and third quarter of 2021, the Company abandoned the above properties. Accordingly, during the nine months ended September 30, 2021, the Company wrote the remaining balance of these right of use assets and recorded a loss on lease abandonment of $ 1,223,628 1,263,494 1,483,460 1,445,274 On January 15, 2021, in connection with the acquisition of DDTI, the Company assumed leases for trucks with remaining terms over twelve months. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit 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 month or less. During the nine months ended September 30, 2021 and 2020, in connection with these operating leases, other miscellaneous rental payments and common area maintenance costs, the Company recorded rent expense of $ 521,688 496,349 During the nine months ended September 30, 2021 and 2020, the Company recognized sublease income of $ 194,823 241,308 The significant assumption used to determine the present value of the lease liability was a discount rate of 10 12 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 On September 30, 2021 and December 31, 2020, right-of-use asset (“ROU”) is summarized as follows: SCHEDULE OF RIGHT OF USE ASSET September 30, 2021 December 31, 2020 Office leases and truck right of use assets $ 44,393 $ - Less: accumulated amortization into rent expense or cost of sales (17,177 ) - Balance of ROU assets as of end of period $ 27,276 $ - On September 30, 2021 and December 31, 2020, operating lease liabilities related to the ROU assets are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET September 30, 2021 December 31, 2020 Lease liabilities related to office and truck leases right of use assets $ 27,276 $ - Less: current portion of lease liabilities (18,910 ) - Lease liabilities – long-term $ 8,366 $ - On September 30, 2021, future minimum base lease payments due under non-cancelable operating leases are as follows: SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES September 30, Amount 2022 $ 21,053 2023 8,765 Total minimum non-cancelable operating lease payments 29,818 Less: discount to fair value (2,542 ) Total lease liability on September 30, 2021 $ 27,276

CONCENTRATIONS

CONCENTRATIONS	9 Months Ended
	Sep. 30, 2021
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 14 – CONCENTRATIONS For the nine months ended September 30, 2021, four customers represented 77.9 36.7 19.6 11.3 10.3 97.5 59.4 19.9 16.6 12.1 10.8 During the nine months ended September 30, 2021 and 2010, the Company rented delivery vans and trucks from a limited number of vendors. Any shortage of supply of vans and trucks available to rent to the Company could have a material adverse effect on the Company’s business, financial condition and results of operations. All revenues are derived from customers in the United States.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2021
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15 – SUBSEQUENT EVENTS During the period from October 1, 2021 to November 15, 2021, the Company issued 28,571,429 285,714 28,571,429 0.01 On October 31, 2021, the Company and this related party note holder entered into a confidential settlement agreement and mutual release. The Parties have agreed to adjust, settle and compromise the principal balance of the Note of $ 500,000 240,822 600,000 outstanding. The settlement amount was paid in November 2021. In connection with the legal matter, Frank Mazzola v. TLSI and Prime EFS, et al., o In connection with the legal matter, Rosemary Mazzola v. TLSI and Prime EFS, o

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation The 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 financial statements of the Company for the year ended December 31, 2020 and notes thereto included in the Company’s annual report on SEC Form 10-K, filed on March 17, 2021. 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 the three and nine months ended September 30, 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. 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 Company ceded authority for managing the businesses to the Assignee, and the Company’s management cannot carry on Prime EFS or Shypdirect’s activities in the ordinary course of business. For these reasons, the Company concluded that it had lost control of Prime EFS and Shypdirect, and no longer had significant influence over these subsidiaries during the ABC proceedings. 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. As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have to been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying condensed consolidated balance sheets (See Note 10). The unaudited condensed consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, TLSS Acquisition, Cougar Express, Shyp FX and Shyp CX, and Prime EFS and Shypdirect through the date of deconsolidation (September 7, 2021). 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.
Going concern consideration	Going concern consideration The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, for the nine months ended September 30, 2021 and 2020, the Company had a net loss from operations of $ 5,251,336 3,919,831 2,863,483 2,369,261 115,959,772 3,941,546 1,283,101 On June 19, 2020, Amazon notified Prime EFS by the Prime EFS Termination Notice that it does not intend to renew the In-Force Agreement when that agreement expired. In the Prime EFS Termination Notice, Amazon stated that the In-Force Agreement expires on September 30, 2020. Additionally, on July 17, 2020, pursuant to the Shypdirect Termination Notice, Amazon notified Shypdirect that Amazon had elected to terminate the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020 (see Note 1). However, on August 3, 2020, Amazon offered pursuant to the Aug. 3 Proposal 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 releases any and all claims it may have against Amazon, and Prime EFS covenants not to sue Amazon. In a “Separation Agreement” dated August 23, 2020, by and among Amazon, Prime EFS and the Company, Prime EFS and the Company agreed, for nominal consideration, that the Delivery Service Partner Program Agreement between Amazon and Prime EFS would terminate effective September 30, 2020; that Prime EFS and the Company would cooperate in an orderly transition of the last-mile delivery business from Prime EFS to other service providers; that Prime EFS would return any and all vehicles leased from Element Fleet Corporation by October 7, 2020 in good repair; and that Prime EFS would dismiss the Amazon Arbitration with prejudice. Under the same Separation Agreement, Prime EFS and the Company released any and all claims they had against Amazon and covenant not to sue Amazon. In a “Settlement and Release Agreement” dated August 21, 2020, by and among Amazon, Shypdirect, Prime EFS and the Company, Amazon withdrew the Shypdirect Termination Notice and extended the term of the Program Agreement to and including May 14, 2021. In the Settlement and Release Agreement, Shypdirect released any and all claims it had against Amazon, arising under the Program Agreement between Amazon and Shypdirect effective as of November 14, 2020, or otherwise. 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 has caused Prime EFS and Shypdirect to become insolvent and to cease operations. During the first quarter of 2021, the Company’s subsidiaries defaulted on certain truck leases. In connection with these defaults, the Lessor has demanded that the Company’s subsidiaries pay for the leased trucks in the amount of approximately $ 2,871,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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 minimal 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 2021, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. It is management’s opinion that these factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. During the nine months ended September 30, 2021, the Company issued an aggregate of 343,118 3,590,500 3,940,669 The Company will continue to: (i) seek to replace its Amazon business with other, non-Amazon, customers; (ii) explore other strategic relationships; and (iii) identify potential acquisition opportunities, while continuing to execute its restructuring plan. 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 common and preferred shares and from the issuance of convertible promissory notes and notes payable, 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 condensed consolidated financial 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.
Use of estimates	Use of estimates The preparation of the 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 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	Fair value of financial instruments The Financial Accounting Standards Board (“ FASB , TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021 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. Assets and liabilities measured at fair value on a recurring basis are as follows on September 30, 2021 and December 31, 2020: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS On September 30, 2021 On December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ — — — $ 4,181,187 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 For the Balance at beginning of period $ 4,181,187 $ 2,135,939 Initial valuation of derivative liabilities included in debt discount - 1,702,474 Initial valuation of derivative liabilities included in derivative expense - 14,892,068 Gain on extinguishment of debt related to repayment/conversion of debt (896,881 ) (44,169,129 ) Reclassification of warrants from equity to derivative liabilities - 11,381,885 Change in fair value included in derivative (gain) expense (3,284,306 ) 16,943,574 Balance at end of period $ - $ 2,886,811 The Company accounts for its derivative financial instruments, consisting of certain conversion options embedded in our 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. ASC 825-10 “ Financial Instruments The carrying amounts reported in the condensed consolidated balance sheets for cash, accounts receivable, accounts payable, accrued expenses, insurance payable, other payables, and contingency liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s convertible notes payable and 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021
Cash and cash equivalents	Cash and cash equivalents For purposes of the 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 September 30, 2021 and December 31, 2020, the Company did no The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On September 30, 2021, cash in bank in excess of FDIC insured levels amounted to approximately $ 2,474,000
Accounts receivable	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.
Property and equipment	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 six years
Intangible assets	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.
Leases	Leases On January 1, 2019, the Company adopted 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 condensed consolidated statements of operations. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021
Impairment of long-lived assets	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.
Segment reporting	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 nine months ended September 30, 2021 and 2020, the Company believes that it operates in one
Derivative financial instruments	Derivative financial instruments The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates 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 Contracts in Entity’s Own Equity In July 2017, FASB issued ASU No. 2017-11, Earnings Per Share Distinguishing Liabilities from Equity Derivatives and Hedging Accounting for Certain Financial Instruments with Down Round Features
Revenue recognition and cost of revenue	Revenue recognition and cost of revenue The Company adopted ASC 606, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition. 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 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 on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of packages that the Company makes under the service agreements. Control of the package transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. Management has reviewed the revenue disaggregation disclosure requirements pursuant to ASC 606 and determined that no further disaggregation disclosure is required to be presented. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021
Basic and diluted loss per share	Basic and diluted loss per share Pursuant to ASC 260-10-45, basic income (loss) per common share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted income (loss) per share is computed by dividing net income (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 and Series B and E preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future. The following table presents a reconciliation of basic and diluted net income (loss) per share: SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Income (loss) per common share - basic: Net income (loss) $ 6,254,930 $ 35,602,297 $ 7,668,607 $ (35,506,373 ) Less: deemed dividends (21,386 ) - (1,007,319 ) (18,696,012 ) Net income (loss) attributable to common stockholders $ 6,233,544 $ 35,602,297 $ 6,661,288 $ (54,202,385 ) Weighted average common shares outstanding – basic 2,600,758,966 1,136,231,561 2,160,897,037 472,432,161 Net income (loss) per common share – basic $ 0.00 $ 0.03 $ 0.00 $ (0.11 ) Income (loss) per common share - diluted: Net income (loss) attributable to common shareholders – basic $ 6,233,544 $ 35,602,297 $ 6,661,288 $ (54,202,385 ) Add: interest of convertible debt - 1,990,000 - - Add: Series E dividends 21,386 - 1,007,319 - Less: derivatives income - (37,826,129 ) - - Numerator for income (loss) per common share – diluted $ 6,254,930 $ (233,832 ) $ 7,668,607 $ (54,202,385 ) Weighted average common shares outstanding – basic 2,600,758,966 1,136,231,561 2,160,897,037 472,432,161 Add: dilutive shares related to: Warrants 176,830,482 19,363,556 223,645,806 - Series B preferred stock 700,000 - 700,000 - Series E preferred stock 121,414,010 - 121,414,010 - Convertible notes payable - 1,350,550,561 - - Weighted average common shares outstanding – diluted 2,899,703,458 2,506,145,678 2,506,656,853 472,432,161 Net income (loss) per common share – diluted $ 0.00 $ (0.00 ) $ 0.00 $ (0.11 ) Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the nine months ended September 30, 2021 and 2020 as they would have an anti-dilutive impact on the Company’s net income (loss) in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING September 30, 2021 September 30, 2020 Stock warrants 467,008,109 54,746,723 Stock options 80,000 80,000 Convertible debt - 1,350,550,561 Series B convertible preferred stock 700,000 700,000 Series D convertible preferred stock - 124,376,000 Series E convertible preferred stock 121,414,010 - Antidilutive securities excluded from computation of earnings per share 589,202,119 1,530,453,284 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2021
Stock-based compensation	Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation Improvements to Employee Share-Based Payment
Deconsolidation of Subsidiaries	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.
Recent Accounting Pronouncements	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 consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (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): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial position and results of operations. 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 consolidated financial position, results of operations or cash flows upon adoption.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables)	9 Months Ended
	Sep. 30, 2021
Accounting Policies [Abstract]
SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS	The Company measures certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows on September 30, 2021 and December 31, 2020: SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS On September 30, 2021 On December 31, 2020 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities — — $ — — — $ 4,181,187
SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS	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 For the Balance at beginning of period $ 4,181,187 $ 2,135,939 Initial valuation of derivative liabilities included in debt discount - 1,702,474 Initial valuation of derivative liabilities included in derivative expense - 14,892,068 Gain on extinguishment of debt related to repayment/conversion of debt (896,881 ) (44,169,129 ) Reclassification of warrants from equity to derivative liabilities - 11,381,885 Change in fair value included in derivative (gain) expense (3,284,306 ) 16,943,574 Balance at end of period $ - $ 2,886,811
SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE	The following table presents a reconciliation of basic and diluted net income (loss) per share: SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE 2021 2020 2021 2020 Three Months Ended Nine Months Ended 2021 2020 2021 2020 Income (loss) per common share - basic: Net income (loss) $ 6,254,930 $ 35,602,297 $ 7,668,607 $ (35,506,373 ) Less: deemed dividends (21,386 ) - (1,007,319 ) (18,696,012 ) Net income (loss) attributable to common stockholders $ 6,233,544 $ 35,602,297 $ 6,661,288 $ (54,202,385 ) Weighted average common shares outstanding – basic 2,600,758,966 1,136,231,561 2,160,897,037 472,432,161 Net income (loss) per common share – basic $ 0.00 $ 0.03 $ 0.00 $ (0.11 ) Income (loss) per common share - diluted: Net income (loss) attributable to common shareholders – basic $ 6,233,544 $ 35,602,297 $ 6,661,288 $ (54,202,385 ) Add: interest of convertible debt - 1,990,000 - - Add: Series E dividends 21,386 - 1,007,319 - Less: derivatives income - (37,826,129 ) - - Numerator for income (loss) per common share – diluted $ 6,254,930 $ (233,832 ) $ 7,668,607 $ (54,202,385 ) Weighted average common shares outstanding – basic 2,600,758,966 1,136,231,561 2,160,897,037 472,432,161 Add: dilutive shares related to: Warrants 176,830,482 19,363,556 223,645,806 - Series B preferred stock 700,000 - 700,000 - Series E preferred stock 121,414,010 - 121,414,010 - Convertible notes payable - 1,350,550,561 - - Weighted average common shares outstanding – diluted 2,899,703,458 2,506,145,678 2,506,656,853 472,432,161 Net income (loss) per common share – diluted $ 0.00 $ (0.00 ) $ 0.00 $ (0.11 )
SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING	Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the nine months ended September 30, 2021 and 2020 as they would have an anti-dilutive impact on the Company’s net income (loss) in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING September 30, 2021 September 30, 2020 Stock warrants 467,008,109 54,746,723 Stock options 80,000 80,000 Convertible debt - 1,350,550,561 Series B convertible preferred stock 700,000 700,000 Series D convertible preferred stock - 124,376,000 Series E convertible preferred stock 121,414,010 - Antidilutive securities excluded from computation of earnings per share 589,202,119 1,530,453,284

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	9 Months Ended
	Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]
SCHEDULE OF ESTIMATED FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED	Based upon the 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 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

ACCOUNTS RECEIVABLE (Tables)

ACCOUNTS RECEIVABLE (Tables)	9 Months Ended
	Sep. 30, 2021
Receivables [Abstract]
SCHEDULE OF ACCOUNTS RECEIVABLE	On September 30, 2021 and December 31, 2020, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2021 December 31, 2020 Accounts receivable $ 474,318 $ - Allowance for doubtful accounts - - Accounts receivable, net $ 474,318 $ -

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	On September 30, 2021 and December 31, 2020, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life September 30, 2021 December 31, 2020 Delivery trucks and vehicles 3 6 years $ 691,715 $ 544,010 Equipment 1 5 years 51,301 3,470 Subtotal 743,016 547,480 Less: accumulated depreciation (180,026 ) (74,810 ) Property and equipment, net $ 562,990 $ 472,670

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	On September 30, 2021 and December 31, 2020, intangible asset consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Useful life September 30, 2021 December 31, 2020 Customer relations 3 5 years $ 2,497,217 - Non-compete agreement 5 years 150,000 - Intangible assets gross 2,647,217 - Less: accumulated amortization (325,027 ) - Intangible assets net $ 2,322,190 $ -
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS	Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending September 30: Amount 2022 $ 577,825 2023 577,825 2024 520,771 2025 453,342 2026 192,427 Total $ 2,322,190

CONVERTIBLE PROMISSORY NOTES _2

CONVERTIBLE PROMISSORY NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL	During the nine months ended September 30, 2021 and 2020, 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 2020 Expected dividend rate - - Expected term (in years) 0.75 5.00 1.00 5.00 Volatility 169.7 367.0 % 154.2 370.0 % Risk-free interest rate 0.04 0.87 % 0.12 1.62 %
SCHEDULE OF CONVERTIBLE PROMISSORY NOTES	On September 30, 2021 and December 31, 2020, convertible promissory notes are as follows: SCHEDULE OF CONVERTIBLE PROMISSORY NOTES September 30, 2021 December 31, 2020 Principal and default penalty amount $ - $ 1,062,764 Less: unamortized debt discount (83,548 ) Convertible notes payable, net - 979,216 Less: current portion of convertible notes payable - (979,216 ) Convertible notes payable, net – long-term $ - $ -

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2021
Debt Disclosure [Abstract]
SCHEDULE OF NOTES PAYABLE	On September 30, 2021 and 2020, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE September 30, 2021 December 31, 2020 Principal amounts $ 790,773 $ 375,422 Less: current portion of notes payable (511,788 ) (85,207 ) Notes payable – long-term $ 278,985 $ 290,215

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT) (Tables)	9 Months Ended
	Sep. 30, 2021
Equity [Abstract]
SUMMARY OF WARRANT ACTIVITIES	Warrant activities for the nine months ended September 30, 2021 are summarized as follows: SUMMARY OF WARRANT ACTIVITIES Number of Shares Weighted Weighted Average Aggregate Balance Outstanding December 31, 2020 147,112,603 0.052 4.83 $ 1,780,356 Granted 549,257,147 0.01 Inducement warrants granted 191,341,147 0.01 Increase in warrants related to price protection 71,965,500 0.01 Exercises (492,668,288 ) 0.01 Balance Outstanding September 30, 2021 467,008,109 $ 0.02 4.54 $ 7,291,764 Exercisable, September 30, 2021 467,008,109 $ 0.02 4.54 $ 7,291,764
SUMMARY OF STOCK OPTION ACTIVITIES	Stock option activities for the nine months ended September 30, 2021 are summarized as follows: SUMMARY OF STOCK OPTION ACTIVITIES Number of Weighted Average Weighted Average Aggregate Balance Outstanding December 31, 2020 80,000 $ 8.84 3.58 - Granted - - Cancelled - - Balance Outstanding September 30, 2021 80,000 $ 8.84 2.59 $ - Exercisable, September 30, 2021 40,000 $ 8.84 2.59 $ -

ASSIGNMENT FOR THE BENEFIT OF_2

ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Tables)	9 Months Ended
	Sep. 30, 2021
Assignment For Benefit Of Creditors
SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES	In order to deconsolidate Prime EFS and Shypdirect, the carrying values of the assets and liabilities of Prime EFS and Shypdirect were removed from the Company’s unaudited condensed consolidated balance sheet as of September 7, 2021. In connection with the deconsolidation, the Company recognized a gain on deconsolidation of subsidiaries of $ 12,427,220 SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES September 30, 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
SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSETS AND LIABILITIES OF CREDITORS	As of December 31, 2020, the assets and liabilities of Prime EFS and Shypdirect subject to assignment for the benefit of creditors have been reflected as “Assets subject to assignment for benefit of creditors” and “Liabilities subject to assignment for benefit of creditors” on the accompanying condensed consolidated balance sheets and consisted of the following: SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSETS AND LIABILITIES OF CREDITORS December 31, 2020 Assets: Current assets: Accounts receivable, net $ 372,922 Prepaid expenses and other 367,459 Total current assets subject to assignment for benefit of creditors 740,381 Other Assets: Security deposit 94,000 Property and equipment, net 126,137 Right of use assets, net 1,445,274 Total other assets subject to assignment for benefit of creditors 1,665,411 Total assets subject to assignment for benefit of creditors $ 2,405,792 Liabilities: Current liabilities: Notes payable (a) $ 3,834,337 Accounts payable 638,682 Accrued expenses 170,500 Insurance payable 1,959,099 Contingency liabilities 3,311,272 Lease liabilities, current portion 380,843 Due to related parties 124,000 Accrued compensation and related benefits 919,726 Total current liabilities subject to assignment for benefit of creditors 11,338,459 Long-term liabilities: Notes payable, net of current portion (a) 147,379 Lease liabilities, net of current portion 1,102,617 Total long-term liabilities subject to assignment for benefit of creditors 1,249,996 Total liabilities subject to assignment for benefit of creditors $ 12,588,455
SCHEDULE OF NOTES PAYABLE SUBJECT TO ASSIGNMENT FOR BENEFIT OF CREDITORS	On December 31, 2020, notes payable subject to assignment for benefit of creditors consisted of the following: SCHEDULE OF NOTES PAYABLE SUBJECT TO ASSIGNMENT FOR BENEFIT OF CREDITORS December 31, 2020 Principal amounts $ 3,981,716 Less: current portion of notes payable (3,834,337 ) Notes payable subject to assignment for benefit of creditors – long-term $ 147,379

OPERATING LEASE RIGHT-OF-USE _2

OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2021
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities
SCHEDULE OF RIGHT OF USE ASSET	On September 30, 2021 and December 31, 2020, right-of-use asset (“ROU”) is summarized as follows: SCHEDULE OF RIGHT OF USE ASSET September 30, 2021 December 31, 2020 Office leases and truck right of use assets $ 44,393 $ - Less: accumulated amortization into rent expense or cost of sales (17,177 ) - Balance of ROU assets as of end of period $ 27,276 $ -
SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET	On September 30, 2021 and December 31, 2020, operating lease liabilities related to the ROU assets are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET September 30, 2021 December 31, 2020 Lease liabilities related to office and truck leases right of use assets $ 27,276 $ - Less: current portion of lease liabilities (18,910 ) - Lease liabilities – long-term $ 8,366 $ -
SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES	On September 30, 2021, future minimum base lease payments due under non-cancelable operating leases are as follows: SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES September 30, Amount 2022 $ 21,053 2023 8,765 Total minimum non-cancelable operating lease payments 29,818 Less: discount to fair value (2,542 ) Total lease liability on September 30, 2021 $ 27,276

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Jun. 18, 2018
Product Information [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 1,207,305	$ 6,309,509	$ 4,273,498	$ 23,503,384
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Shypdirect's Mid-mile and Long-haul business [Member]
Product Information [Line Items]
Concentration Risk, Percentage			36.70%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Amazon [Member]
Product Information [Line Items]
Concentration Risk, Percentage					96.70%	98.70%
Prime EFS, LLC [Member]
Product Information [Line Items]
Membership interest percentage							100.00%

SCHEDULE OF ASSETS AND LIABILIT

SCHEDULE OF ASSETS AND LIABILITIES MEASURED AT FAIR VALUE ON RECURRING BASIS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Derivative liabilities		$ 4,181,187
Fair Value, Inputs, Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liabilities
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liabilities		$ 4,181,187

SCHEDULE OF RECONCILIATION OF D

SCHEDULE OF RECONCILIATION OF DERIVATIVE LIABILITY FOR LEVEL 3 INPUTS (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Accounting Policies [Abstract]
Balance at beginning of period	$ 4,181,187	$ 2,135,939
Initial valuation of derivative liabilities included in debt discount		1,702,474
Initial valuation of derivative liabilities included in derivative expense		14,892,068
Gain on extinguishment of debt related to repayment/conversion of debt	(896,881)	(44,169,129)
Reclassification of warrants from equity to derivative liabilities		11,381,885
Change in fair value included in derivative (gain) expense	(3,284,306)	16,943,574
Balance at end of period		$ 2,886,811

SCHEDULE OF RECONCILIATION OF B

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Income (loss) per common share - basic:
Net income (loss)	$ 6,254,930	$ 3,682,857	$ (2,269,180)	$ 35,602,297	$ (67,655,332)	$ (3,453,338)	$ 7,668,607	$ (35,506,373)
Less: deemed dividends	(21,386)						(1,007,319)	(18,696,012)
Net income (loss) attributable to common shareholders – basic	$ 6,233,544			$ 35,602,297			$ 6,661,288	$ (54,202,385)
Weighted average common shares outstanding – basic	2,600,758,966			1,136,231,561			2,160,897,037	472,432,161
Net income (loss) per common share – basic	$ 0			$ 0.03			$ 0	$ (0.11)
Income (loss) per common share - diluted:
Add: interest of convertible debt				$ 1,990,000
Add: Series E dividends	21,386						1,007,319
Less: derivatives income				(37,826,129)
Numerator for income (loss) per common share – diluted	6,254,930			(233,832)			7,668,607	(54,202,385)
Add: dilutive shares related to:
Warrants	176,830,482			19,363,556			223,645,806
Series B preferred stock	700,000						700,000
Series E preferred stock	121,414,010						121,414,010
Convertible notes payable				$ 1,350,550,561
Weighted average common shares outstanding – diluted	2,899,703,458			2,506,145,678			2,506,656,853	472,432,161
Net income (loss) per common share – diluted	$ 0			$ 0			$ 0	$ (0.11)

SCHEDULE OF POTENTIALLY DILUTIV

SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING (Details) - shares	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	589,202,119	1,530,453,284
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	467,008,109	54,746,723
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	80,000	80,000
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share		1,350,550,561
Series B Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	700,000	700,000
Series D Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share		124,376,000
Series E Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	121,414,010

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative)	3 Months Ended		9 Months Ended
	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2021USD ($)Segmentshares	Sep. 30, 2020USD ($)	Jun. 30, 2021USD ($)	Mar. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Jun. 30, 2020USD ($)	Mar. 31, 2020USD ($)	Dec. 31, 2019USD ($)
Property, Plant and Equipment [Line Items]
Net loss from operations	$ 1,895,533	$ 1,171,585	$ 5,251,336	$ 3,919,831
Net cash used in operations			2,863,483	2,369,261
Accumulated deficit	115,959,772		115,959,772				$ 122,621,060
Shareholders' equity	3,941,546	$ (12,272,369)	3,941,546	(12,272,369)	$ (9,740,087)	$ (14,906,922)	(16,013,416)	$ (73,952,791)	$ (26,839,561)	$ (12,886,424)
Working capital	1,283,101		1,283,101
Proceeds from exercise of warrants			3,940,669
Cash equivalents	0		0				$ 0
Cash in excess of FDIC limits	$ 2,474,000		$ 2,474,000
Number of operating segment | Segment			1
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives			5 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives			6 years
Series E Preferred Stock [Member]
Property, Plant and Equipment [Line Items]
Shares issued during the period			$ 343,118
Shares issued during the period, shares | shares			3,590,500
Trucks [Member]
Property, Plant and Equipment [Line Items]
Operating Lease, Payments			$ 2,871,000

SCHEDULE OF ESTIMATED FAIR VALU

SCHEDULE OF ESTIMATED FAIR VALUE OF THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)	Mar. 24, 2021	Sep. 30, 2021
Business Acquisition [Line Items]
Cash		$ 10,031
Accounts receivable		265,175
Other assets		40,874
Transportation vehicles		209,585
Equipment		47,831
Right of use assets		44,388
Other receivable		622,240
Non-compete agreement		150,000
Customer relations		2,497,217
Total assets acquired at fair value		3,887,341
Notes payable		(119,218)
PPP loan payable		(622,240)
Accounts payable		(132,155)
Accrued expenses		(40,059)
Lease liabilities		(44,388)
Total liabilities assumed		(958,060)
Net asset acquired		2,929,281
Cash paid		2,133,146
Acquisition payable		46,135
Promissory notes		750,000
Total purchase consideration paid		2,929,281
Double D Trucking, Inc. [Member]
Business Acquisition [Line Items]
Cash
Accounts receivable
Other assets
Transportation vehicles		209,585
Equipment		20,000
Right of use assets		44,388
Other receivable
Non-compete agreement
Customer relations		373,449
Total assets acquired at fair value		647,422
Notes payable		(103,034)
PPP loan payable
Accounts payable
Accrued expenses
Lease liabilities		(44,388)
Total liabilities assumed		(147,422)
Net asset acquired		500,000
Cash paid		100,000
Acquisition payable
Promissory notes		400,000
Total purchase consideration paid		500,000
Cougar Express, Inc [Member]
Business Acquisition [Line Items]
Cash		10,031
Accounts receivable		265,175
Other assets		40,874
Transportation vehicles
Equipment		27,831
Right of use assets
Other receivable		622,240
Non-compete agreement		150,000
Customer relations		2,123,768
Total assets acquired at fair value		3,239,919
Notes payable		(16,184)
PPP loan payable		(622,240)
Accounts payable		(132,155)
Accrued expenses		(40,059)
Lease liabilities
Total liabilities assumed		(810,638)
Net asset acquired		2,429,281
Cash paid		2,033,146
Acquisition payable		46,135
Promissory notes		350,000
Total purchase consideration paid	$ 2,000,000	$ 2,429,281

ACQUISITIONS (Details Narrative

ACQUISITIONS (Details Narrative) - USD ($)	Mar. 24, 2021	Jan. 15, 2021	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Business Acquisition [Line Items]
Purchase price				$ 2,929,281
Debt principal balance						$ 1,062,764
Legal fees related to acquisitions				8,200	$ 0
Double D Trucking, Inc. [Member]
Business Acquisition [Line Items]
Purchase price				500,000
Double D Trucking, Inc. [Member] | Asset Purchase Agreement [Member]
Business Acquisition [Line Items]
Purchase price		$ 100,000
Double D Trucking, Inc. [Member] | Asset Purchase Agreement [Member] | Promissory Notes [Member]
Business Acquisition [Line Items]
Debt principal balance		$ 400,000
Cougar Express, Inc [Member]
Business Acquisition [Line Items]
Purchase price	$ 2,000,000			$ 2,429,281
Debt principal balance	$ 350,000
Increase in customer relations asset acquired and accrued expenses			$ 7,057

SCHEDULE OF ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Receivables [Abstract]
Accounts receivable	$ 474,318
Allowance for doubtful accounts
Accounts receivable, net	$ 474,318

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Subtotal	$ 743,016	$ 547,480
Less: accumulated depreciation	(180,026)	(74,810)
Property and equipment, net	$ 562,990	472,670
Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	6 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 691,715	544,010
Vehicles [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Vehicles [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	6 years
Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 51,301	$ 3,470
Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	1 year
Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	5 years

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Cost of vehicles sold	$ 116,310
Accumulated depreciation of vehicles	38,992
Proceeds from sale of vehicles	3,451
Reduction in notes payable on sale of vehicles	73,864
Loss on sale of vehicles	3
Depreciation expense	$ 173,849	$ 42,101

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 2,647,217
Less: accumulated amortization	(325,027)
Intangible assets net	2,322,190
Customer Relations [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets gross	$ 2,497,217
Customer Relations [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years
Customer Relations [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years
Intangible assets gross	$ 150,000

SCHEDULE OF FUTURE AMORTIZATION

SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 577,825
2023	577,825
2024	520,771
2025	453,342
2026	192,427
Intangible assets net	$ 2,322,190

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 325,027	$ 0

SCHEDULE OF FAIR VALUE OF DERIV

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES ESTIMATED USING BLACK-SHOLES VALUATION MODEL (Details)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Measurement Input, Expected Dividend Rate [Member]
Debt Instrument [Line Items]
Fair value derivative liabilities measurement, percentage
Measurement Input, Expected Term [Member] | Minimum [Member]
Debt Instrument [Line Items]
Fair value derivative liabilities term (in years)	9 months	1 year
Measurement Input, Expected Term [Member] | Maximum [Member]
Debt Instrument [Line Items]
Fair value derivative liabilities term (in years)	5 years	5 years
Measurement Input, Price Volatility [Member] | Minimum [Member]
Debt Instrument [Line Items]
Fair value derivative liabilities measurement, percentage	169.7	154.2
Measurement Input, Price Volatility [Member] | Maximum [Member]
Debt Instrument [Line Items]
Fair value derivative liabilities measurement, percentage	367	370
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Debt Instrument [Line Items]
Fair value derivative liabilities measurement, percentage	0.04	0.12
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Debt Instrument [Line Items]
Fair value derivative liabilities measurement, percentage	0.87	1.62

SCHEDULE OF CONVERTIBLE PROMISS

SCHEDULE OF CONVERTIBLE PROMISSORY NOTES (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
Principal and default penalty amount		$ 1,062,764
Less: unamortized debt discount		(83,548)
Convertible notes payable, net		979,216
Less: current portion of convertible notes payable		(979,216)
Convertible notes payable, net – long-term

CONVERTIBLE PROMISSORY NOTES _3

CONVERTIBLE PROMISSORY NOTES PAYABLE (Details Narrative) - USD ($)	Jan. 30, 2021	Aug. 28, 2020	Jul. 20, 2020	Apr. 20, 2020	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	May 31, 2021	Apr. 30, 2021	Dec. 30, 2020	Jan. 30, 2020
Short-term Debt [Line Items]
Debt principal balance												$ 1,062,764
Proceeds from convertible promissory note											$ 1,912,382
Proceeds from promissory notes											4,479,662
Debt original issue discount												83,548
Gain (loss) on debt extinguishment			$ 502,742					$ 907,447		1,564,941	7,151,041
Number of shares of common stock upon conversion of debt, shares						15,923,322
Repayments of convertible debt												979,216
Repayments of convertible debt											257,139
Number of shares of common stock upon conversion of debt, value						$ 373,456	$ 170,000		$ 341,519
Fair value of derivative liabilities																$ 11,381,885
Convertible promissory notes default amount												351,000
Default penalty amount due						$ 711,764
Amortization of debt discounts										83,548	4,664,605
April 20 Note [Member]
Short-term Debt [Line Items]
Payments of principal and interest					$ 95,540
Number of shares of common stock upon conversion of debt, shares					15,923,322
Repayments of convertible debt					$ 0					$ 0
Warrant [Member]
Short-term Debt [Line Items]
Warrant exercise price					$ 0.01	$ 0.01				$ 0.01			$ 0.01
Common Stock [Member]
Short-term Debt [Line Items]
Warrant exercise price					$ 0.01					$ 0.01
Number of shares of common stock upon conversion of debt, shares						44,282,163	15,454,546		5,290,406
Repayments of convertible debt						$ 95,540
Number of shares of common stock upon conversion of debt, value						44,282	$ 15,454		$ 5,290
Securities Purchase Agreement [Member]
Short-term Debt [Line Items]
Proceeds from convertible promissory note												$ 2,068,000
Warrants Purchase												827,200
Proceeds from promissory notes												$ 1,880,000
Debt instrument interest rate												10.00%
Debt original issue discount												$ 188,000
Debt instrument, description												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 includes, 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 accrues at the lesser of (i) the rate of 18% per annum, or (ii) the maximum amount permitted by law. Commencing on the thirteenth month anniversary of the issuance of each Q1/Q2 2020 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule (each, a “Q1/Q2 2020 Note Amortization Payment”), was due and payable, until the Maturity Date (as defined in the applicable Q1/Q2 2020 Note), at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable on such Q1/Q2 2020 Note will be immediately due and payable.
Debt payment description												Notes may be prepaid, provided that certain Equity Conditions, as defined in the Q1/Q2 2020 Notes, have been met (or any such failure to meet the Equity Conditions has been waived): (i) from each Q1/Q2 2020 Note’s respective original issuance date until and through the day that falls on the third month anniversary of such original issue date (each a “Q1/Q2 2020 Note 3 Month Anniversary”) at an amount equal to 105% of the aggregate of the outstanding principal balance of the Q1/Q2 2020 Note and accrued and unpaid interest, and (ii) after the applicable Q1/Q2 2020 Note 3 Month Anniversary at an amount equal to 115% of the aggregate of the outstanding principal balance of the Q1/Q2 2020 Note and accrued and unpaid interest. In the event that the Company closes a Public Offering, each holder may elect to: (x) have its principal and accrued interest prepaid directly from the proceeds of the Public Offering at the prices set forth above, (y) exchange its Q1/Q2 2020 Note at the closing of the Public Offering for the securities being issued in the Public Offering at the Public Offering prices based upon the outstanding principal, accrued interest and other charges, or (z) continue to hold its Q1/Q2 2020 Note(s). Except for a Public Offering and Q1/Q2 2020 Note Amortization Payments, in order to prepay a Q1/Q2 2020 Note, the Company must provide at least 30 days’ prior written notice to the holder thereof, during which time the holder may convert its Q1/Q2 2020 Note in whole or in part at the applicable conversion price. The Q1/Q2 2020 Note Amortization Payments were prepayments and were subject to prepayment penalties equal to 115% of the Q1/Q2 2020 Note Amortization Payment.
Debt conversion description												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 are 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 are 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.
Securities Purchase Agreement [Member] | Investor [Member]
Short-term Debt [Line Items]
Warrant exercise price														$ 0.01	$ 0.01
Securities Purchase Agreement [Member] | Warrant [Member]
Short-term Debt [Line Items]
Warrant exercise price												$ 0.40
Letter Agreement [Member] | Investor [Member]
Short-term Debt [Line Items]
Gain (loss) on debt extinguishment					$ 143,872
Letter Agreement [Member] | Investor [Member] | Q1 And Q2 Two Thousand Twenty Note [Member]
Short-term Debt [Line Items]
Payments of principal and interest					277,916
Reversed accured mandatory penalty amount					664,400	664,400
Gain (loss) on debt extinguishment					$ 664,400	$ 664,400
Number of shares of common stock upon conversion of debt, shares					28,358,841	28,358,841
Repayments of convertible debt						$ 277,916
August 2019 Notes [Member]
Short-term Debt [Line Items]
Debt conversion price per share							$ 0.006					$ 0.006
August 2019 Warrant [Member]
Short-term Debt [Line Items]
Exercise price per share						$ 0.006	$ 0.006
August 30, 2019 Convertible Notes Payable [Member]
Short-term Debt [Line Items]
Debt principal balance					$ 0					$ 0		$ 22,064
Payments of principal and interest										0		22,064
2020 Notes [Member] | Securities Purchase Agreement [Member]
Short-term Debt [Line Items]
Debt principal balance												801,400
Debt original issue discount					$ 0					0		83,548
Repayments of convertible debt												717,852
April 2020 Note [Member]
Short-term Debt [Line Items]
Debt original issue discount												69,300
Repayments of convertible debt												69,300
April 2020 Note [Member] | Securities Purchase Agreement [Member] | Investors [Member]
Short-term Debt [Line Items]
Debt principal balance				$ 456,500
Proceeds from convertible promissory note				$ 415,000
Debt instrument interest rate				6.00%
Debt original issue discount				$ 41,500
Debt instrument, description				The April 20 Note contained a 10% original issue discount amounting to $41,500 for a purchase price of $415,000. The Company did not receive any proceeds from the April 20 Note because the investor converted previous notes and accrued interest due to him in the amount of $195,000 into the April 20 Note. In connection with the conversion of notes payable to the April 20 Note, the Company recorded a loss from debt extinguishment of $220,000. 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. Commencing on the thirteenth month anniversary of the April 20 Note, monthly payments of interest and monthly principal payments, based on a 12-month amortization schedule, will be due and payable (each, an “April 20 Note Amortization Payment”), until the April 20 Note Maturity Date, at which time all outstanding principal, accrued and unpaid interest and all other amounts due and payable under the April 20 Note will be immediately due and payable. The April 20 Note Amortization Payments will be made in cash unless the investor payment in the Company’s common stock in lieu of a cash payment (each, an “April 20 Note Stock Payment”). If the investor requests an April 20 Note Stock Payment, the number of shares of common stock issued will be based on the amount of the applicable April 20 Note Amortization Payment divided by 80% of the lowest VWAP (as defined in the April 20 Note) during the five Trading Day (as defined in the April 20 Note) period prior to the due date of the April 20 Note Amortization Payment.
Gain (loss) on debt extinguishment				$ 220,000
Convertible debt				$ 195,000
OtherConvertible Debt [Member]
Short-term Debt [Line Items]
Debt principal balance		$ 185,000
Payments of principal and interest		7,500
Proceeds from convertible promissory note		185,000
Number of shares of common stock upon conversion of debt, shares	15,454,546
Repayments of convertible debt												170,000
Reduction of convertible promissory debt		$ 20
Repayments of convertible debt												$ 15,000
Number of shares of common stock upon conversion of debt, value										0
Convertible Notes [Member]
Short-term Debt [Line Items]
Amortization of debt discounts										$ 83,548	$ 4,058,842

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Short-term Debt [Line Items]
Principal amounts		$ 1,062,764
Notes payable – long-term	278,985	290,215
Notes Payable [Member]
Short-term Debt [Line Items]
Principal amounts	790,773	375,422
Less: current portion of notes payable	(511,788)	(85,207)
Notes payable – long-term	$ 278,985	$ 290,215

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative)	Mar. 24, 2021USD ($)Integer	Jan. 15, 2021USD ($)Integer	Nov. 30, 2019USD ($)	Jul. 03, 2019	Nov. 30, 2019USD ($)Integer	Sep. 30, 2021USD ($)	Sep. 30, 2020USD ($)	Dec. 31, 2020USD ($)
Short-term Debt [Line Items]
Debt principal balance								$ 1,062,764
Line of credit percentage						20.00%
Outstanding amount						$ 4,888
Amortization of debt discounts						83,548	$ 4,664,605
Cougar Express [Member]
Short-term Debt [Line Items]
Line of credit with bank						5,000
Promissory Notes [Member]
Short-term Debt [Line Items]
Debt instrument interest rate				20.00%
Notes payable			$ 460,510		$ 460,510
Note maturity date				Jan. 3, 2021
Sixty Monthly Installments [Member]
Short-term Debt [Line Items]
Number of installments | Integer					60
Convertible debt			$ 9,304		$ 9,304
Remaining Fifty-Nine Payments [Member]
Short-term Debt [Line Items]
Note maturity date			Jan. 27, 2020
Equipment Notes Payable One [Member]
Short-term Debt [Line Items]
Notes and loans payable						325,102		375,422
Cougar PPP Loan [Member] | Paycheck Protection Program [Member]
Short-term Debt [Line Items]
Debt principal balance								$ 622,240
Notes payable						622,240
Notes Payable [Member]
Short-term Debt [Line Items]
Amortization of debt discounts						0	$ 605,763
Double D Trucking, Inc. [Member] | Promissory Notes [Member]
Short-term Debt [Line Items]
Promissory notes		$ 400,000				200,000
Debt description		The principal amount of $400,000 is 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 on October 15, 2021 and $100,000 plus all remaining accrued interest is due on January 15, 2022.
Debt principal balance		$ 400,000
Number of installments | Integer		4
Debt instrument, periodic payment		$ 100,000
Debt instrument interest rate		4.00%
Double D Trucking, Inc. [Member] | Truck Notes Payable [Member]
Short-term Debt [Line Items]
Notes and loans payable						79,526
Cougar Express, Inc [Member]
Short-term Debt [Line Items]
Debt principal balance	$ 350,000
Cougar Express, Inc [Member] | Promissory Notes [Member]
Short-term Debt [Line Items]
Promissory notes	$ 350,000					175,000
Debt description	The principal amount of $350,000 is 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 is due on March 23, 2022.
Debt principal balance	$ 350,000
Number of installments | Integer	2
Debt instrument, periodic payment	$ 175,000
Debt instrument interest rate	6.00%
Cougar Express, Inc [Member] | Equipment Notes Payable One [Member]
Short-term Debt [Line Items]
Notes and loans payable						$ 6,257

SUMMARY OF WARRANT ACTIVITIES (

SUMMARY OF WARRANT ACTIVITIES (Details) - Warrant [Member]	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants Balance Outstanding Beginning | shares	147,112,603
Weighted Average Exercise Price Balance Outstanding Beginning | $ / shares	$ 0.052
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Beginning	4 years 9 months 29 days
Aggregate Intrinsic Value Balance Outstanding Beginning | $	$ 1,780,356
Number of Warrants Granted | shares	549,257,147
Weighted Average Exercise Price Granted | $ / shares	$ 0.01
Number of Inducement Warrants Granted | shares	191,341,147
Weighted Average Exercise Price Inducement warrants granted | $ / shares	$ 0.01
Number of Warrants Increase in warrants related to price protection | shares	71,965,500
Weighted Average Exercise Price Increase in warrants related to price protection | $ / shares	$ 0.01
Number of Warrants Exercises | shares	(492,668,288)
Weighted Average Exercise Price Exercises | $ / shares	$ 0.01
Number of Warrants Balance Outstanding Ending | shares	467,008,109
Weighted Average Exercise Price Balance Outstanding Ending | $ / shares	$ 0.02
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Ending	4 years 6 months 14 days
Aggregate Intrinsic Value Balance Outstanding Ending | $	$ 7,291,764
Number of Warrants Exercisable Ending Balance | shares	467,008,109
Weighted Average Exercise Price Exercisable Ending Balance | $ / shares	$ 0.02
Weighted Average Remaining Contractual Term (Years) Exercisable Ending Balance	4 years 6 months 14 days
Aggregate Intrinsic Value Exercisable Ending Balance | $	$ 7,291,764

SUMMARY OF STOCK OPTION ACTIVIT

SUMMARY OF STOCK OPTION ACTIVITIES (Details)	9 Months Ended
	Sep. 30, 2021USD ($)$ / sharesshares
Equity [Abstract]
Number of Options Outstanding, Beginning Balance | shares	80,000
Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 8.84
Weighted Average Remaining Contractual Term (Years), Beginning Balance	3 years 6 months 29 days
Aggregate Intrinsic Value, Beginning Balance | $
Number of Options Outstanding, Granted | shares
Number of Options Outstanding, Granted | $ / shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ / shares
Number of Options Outstanding, Ending Balance | shares	80,000
Weighted Average Exercise Price, Ending Balance | $ / shares	$ 8.84
Weighted Average Remaining Contractual Term (Years), Ending Balance	2 years 7 months 2 days
Aggregate Intrinsic Value, Ending Balance | $
Number of Options Outstanding, Exercisable | shares	40,000
Weighted Average Exercise Price, Exercisable | $ / shares	$ 8.84
Weighted Average Remaining Contractual Term (Years), Exercisable	2 years 7 months 2 days
Aggregate Intrinsic Value, exercisable | $

STOCKHOLDERS_ EQUITY (DEFICIT_2

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($)	Apr. 09, 2021	Feb. 22, 2021	Jan. 11, 2021	Dec. 30, 2020	Dec. 08, 2020	Oct. 08, 2020	Oct. 06, 2020	Jul. 24, 2020	Jul. 22, 2020	Jul. 20, 2020	Aug. 16, 2019	Sep. 30, 2021	Jun. 30, 2021	May 31, 2021	May 30, 2021	Apr. 30, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Jun. 30, 2021	Dec. 31, 2020	Jun. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Feb. 23, 2021	Oct. 31, 2020	Aug. 31, 2019
Class of Stock [Line Items]
Preferred stock, authorized												10,000,000					10,000,000						10,000,000		10,000,000		10,000,000		10,000,000
Preferred stock, par value												$ 0.001					$ 0.001						$ 0.001		$ 0.001		$ 0.001		$ 0.001
Debt principal balance																									$ 1,062,764				$ 1,062,764
Gain (loss) on debt extinguishment										$ 502,742										$ 907,447							1,564,941	$ 7,151,041
Ownership percentage																														51.00%
Deemed dividend																	$ 21,386										$ 1,007,319
Sale fo stock value																		$ 332,500	$ 3,258,000
Common stock, shares authorized												10,000,000,000					10,000,000,000						10,000,000,000		10,000,000,000		10,000,000,000		10,000,000,000	10,000,000,000
Common stock, par value												$ 0.001					$ 0.001						$ 0.001		$ 0.001		$ 0.001		$ 0.001	$ 0.001
Number of shares of common stock upon conversion of debt, shares																		15,923,322
Number of shares of common stock upon conversion of debt																		$ 373,456	170,000			$ 341,519
Proceeds from Warrant Exercises																											$ 3,940,669
Stock issued during period for settlement, shares										10,281,018
Stock issued during period for settlement, value										$ 502,742
Price per share										$ 0.049
Convertible Notes Payable [Member]
Class of Stock [Line Items]
Gain (loss) on debt extinguishment																												$ 512,366
Number of shares of common stock upon conversion of debt, shares			15,454,545																									477,682,407
Number of shares of common stock upon conversion of debt			$ 170,000
April 20 Note [Member]
Class of Stock [Line Items]
Number of shares of common stock upon conversion of debt, shares																	15,923,322
Payments of principal and interest																	$ 95,540
Common Stock [Member]
Class of Stock [Line Items]
Number of shares of common stock issued upon conversion												25,725,519	571,296,287				25,725,519	571,296,287					25,725,519	571,296,287			25,725,519
Warrant exercise price												$ 0.01					$ 0.01						$ 0.01				$ 0.01
Sale fo stock value
Number of shares of common stock upon conversion of debt, shares																		44,282,163	15,454,546			5,290,406
Number of shares of common stock upon conversion of debt																		$ 44,282	$ 15,454			$ 5,290
Share issued during period exercised												325,539,430	68,571,429	68,571,429			325,539,430	52,482,141		85,710,419	52,482,141			70,203,889
Proceeds from Warrant Exercises																	$ 3,254,955
Warrant [Member]
Class of Stock [Line Items]
Warrant exercise price												$ 0.01	$ 0.01	$ 0.01			$ 0.01	$ 0.01					$ 0.01	$ 0.01			$ 0.01
Share issued during period exercised													68,571,429	68,571,429			325,539,430	98,557,429		83,662,448				98,557,429
Proceeds from Warrant Exercises													$ 685,714	$ 685,714	$ 685,714		$ 3,254,955						$ 394,110,859
Conversion Debt [Member]
Class of Stock [Line Items]
Conversion of common stock shares issued																										417,863,999
Accrued interest payable																				$ 82,852	$ 218,600					$ 218,600		$ 82,852
Gain (loss) on debt extinguishment																										15,704,425
Value of conversion of shares issued																										2,844,979		4,215,651
Accrued interest payable fee																				$ 900	$ 8,180					$ 8,180		$ 900
Exchange Agreements [Member] | Investor [Member] | August 2019 Warrants [Member]
Class of Stock [Line Items]
Debt principal balance									$ 500,184
Accrued interest payable									$ 85,827
Warrant to purchase shares of common stock									423,159,293
Exchange Agreements [Member] | Investor [Member] | August 2019 Warrants [Member]
Class of Stock [Line Items]
Gain (loss) on debt extinguishment									$ 239,678
Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Warrant outstanding																									827,200				827,200
Securities Purchase Agreement [Member] | Warrant [Member]
Class of Stock [Line Items]
Warrant exercise price																									$ 0.40				$ 0.40
Securities Purchase Agreement [Member] | Investor [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock				76,571,429		23,988,500							414,857,146			42,857,143		414,857,146						414,857,146
Shares issuable upon conversion percentage						50.00%
Proceeds from common stock				$ 670,000		$ 640,000										$ 375,000			3,630,000
Fees amount				112,000		35,000										42,500			372,000
Net proceeds from common stock				$ 558,000		$ 605,000										$ 332,500			$ 3,258,000
Warrant exercise price				$ 0.01												$ 0.01
Warrant exercise price decrease						$ 0.01
Warrants to purchase each share of common stock												1,334	1,334			1,334	1,334	1,334					1,334	1,334			1,334
Securities Purchase Agreement [Member] | Placement Agent [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock													82,971,429			8,571,429		82,971,429						82,971,429
Warrant exercise price													$ 0.01			$ 0.01		$ 0.01						$ 0.01
Engagement Agreement [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock												91,542,858					91,542,858						91,542,858		15,314,285		91,542,858		15,314,285
Fees amount																											$ 385,500
Warrant exercise price																				$ 0.01					$ 0.01			$ 0.01	$ 0.01
Engagement agreement transaction description					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
Payment made to placement agent																											$ 400,500		$ 67,000
Letter Agreement [Member] | Investor [Member]
Class of Stock [Line Items]
Gain (loss) on debt extinguishment																	$ 143,872
Letter Agreement [Member] | Investor [Member] | Q1 And Q2 Two Thousand Twenty Note [Member]
Class of Stock [Line Items]
Gain (loss) on debt extinguishment																	$ 664,400	$ 664,400
Number of shares of common stock upon conversion of debt, shares																	28,358,841	28,358,841
Reversed accured mandatory penalty amount																	$ 664,400	$ 664,400
Payments of principal and interest																	$ 277,916
Prime EFS, LLC [Member]
Class of Stock [Line Items]
Accrued interest payable													$ 66,297					$ 66,297						$ 66,297
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, authorized																																1,700,000
Preferred stock, par value												$ 0.001					$ 0.001						$ 0.001		$ 0.001		$ 0.001		$ 0.001			$ 0.001
Number of shares of common stock issued upon conversion											700,000
Common stock issuable, shares											700,000
Preferred stock, shares issued												700,000					700,000						700,000		700,000		700,000		700,000
Preferred stock, shares outstanding												700,000					700,000						700,000		700,000		700,000		700,000
Series B Convertible Preferred Stock [Member] | Prime EFS, LLC [Member]
Class of Stock [Line Items]
Number of stock issued for service rendered											1,000,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Number of share issued for common stock								1,000,000
Conversion of common stock shares issued								1,000,000
Series D Exchanges [Member] | Board of Directors [Member]
Class of Stock [Line Items]
Preferred stock, par value																									$ 0.001				$ 0.001
Preferred stock, shares issued																									10,000,000				10,000,000
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value										$ 6		$ 0.001					$ 0.001						$ 0.001		$ 0.001		$ 0.001		$ 0.001
Number of share issued for common stock																				398,350,000					522,726,000
Conversion of common stock shares issued																				398,350
Preferred stock, shares issued										1,250,000		0					0						0		0		0		0
Proceeds from subsequent financing percentage										25.00%
Reverse split description										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 may not convert any shares of Series D 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.
Conversion of stock										1,000															522,726
Common stock outstanding shares percentage										4.99%
Conversion ratio description																									The conversion ratio was 1,000 shares of common stock for each share of Series D based on the Series D COD. Accordingly, as of September 30, 2021 and December 31, 2020, no shares of Series D were outstanding.
Preferred stock, shares outstanding												0					0						0		0		0		0
Series D Preferred Stock [Member] | Exchange Agreements [Member] | Investor [Member] | August 2019 Warrants [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock									522,726
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value							$ 13.34
Proceeds from subsequent financing percentage							25.00%
Reverse split description							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.
Redemption price precentage							115.00%
Triggering event conversion amount percentage							125.00%
Triggering event conversion price							$ 0.006
Preferred Stock, Dividend Rate, Percentage							6.00%
Dividends Payable												$ 125,276					$ 125,276						$ 125,276				$ 125,276
Ownership percentage							50.00%
Series E Convertible Preferred Stock [Member] | Maximum [Member]
Class of Stock [Line Items]
Preferred stock, authorized							562,250
Series E Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member] | Investor [Member]
Class of Stock [Line Items]
Preferred stock, par value				$ 11.67		$ 13.34							$ 11.67			$ 11.67		$ 11.67						$ 11.67
Number of share issued for common stock				57,400		47,977										32,126			310,992
Warrant to purchase shares of common stock						95,954,000
Warrant exercise price						$ 0.04
Deemed dividend	$ 104,533			$ 527,230															$ 777,510
Series E Convertible Preferred Stock [Member] | Board of Directors [Member]
Class of Stock [Line Items]
Preferred stock, par value																									$ 0.001				$ 0.001
Number of share issued for common stock																													10,000,000
[custom:StockUnissuedDuringPeriodShares]																													7,049,999
Preferred Stock, Voting Rights																													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.
Series E Convertible Preferred Stock [Member] | Secretary [Member]
Class of Stock [Line Items]
Preferred stock, authorized							562,250
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value												$ 0.001					$ 0.001						$ 0.001		$ 0.001		$ 0.001		$ 0.001
Number of share issued for common stock																											3,590,500
Preferred stock, shares issued												91,015					91,015						91,015		105,378		91,015		105,378
Common stock outstanding shares percentage							4.99%
Preferred stock, shares outstanding												91,015					91,015						91,015		105,378		91,015		105,378
Number of shares converted												17,135	340,346				17,135	340,346					17,135	340,346			17,135
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Sale of stock, percentage of ownership before transaction																											51.00%
Series F Preferred Stock [Member] | John Mercadante [Member]
Class of Stock [Line Items]
Sale of stock, percentage of ownership before transaction																											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.
Sale fo stock value		$ 10
Series E Warrants [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock												457,714,289					457,714,289						457,714,289				457,714,289
Warrant exercise price												$ 0.01					$ 0.01						$ 0.01				$ 0.01
Warrant outstanding																															71,965,500
Series E Warrants [Member] | Placement Agent [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock												91,542,858					91,542,858						91,542,858				91,542,858
Warrant exercise price												$ 0.01					$ 0.01						$ 0.01				$ 0.01

SCHEDULE OF THE ASSIGNMENT OF G

SCHEDULE OF THE ASSIGNMENT OF GAIN ON DECONSOLIDATION OF SUBSIDIARIES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020
Accounts payable	$ 369,812		$ 465,581
Accrued expenses	247,606		254,095
Insurance payable	183,892		26,794
Lease liabilities, current portion	18,910
Accrued compensation and related benefits	78,333		2,670
Total liabilities deconsolidated	2,438,699		19,547,112
Cash	2,668,329		579,283
Accounts receivable	474,318
Property and equipment, net	562,990		472,670
Total assets deconsolidated	6,380,245		$ 3,533,696
Subordinated Liabilities, Additions	504,940	$ 36,233
Subsidiaries [Member]
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
Cash	21,679
Accounts receivable	1,078
Property and equipment, net	96,496
Total assets deconsolidated	119,253
Subordinated Liabilities, Additions	$ 12,427,220

SCHEDULE OF THE ASSIGNMENT FOR

SCHEDULE OF THE ASSIGNMENT FOR BENEFIT OF ASSETS AND LIABILITIES OF CREDITORS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Accounts receivable, net	$ 474,318
Prepaid expenses and other	291,802	75,951
Total Current Assets	3,434,449	1,395,615
Security deposit	33,340
Property and equipment, net	562,990	472,670
Right of use assets, net	27,276
Total Other Assets	2,945,796	2,138,081
TOTAL ASSETS	6,380,245	3,533,696
Notes payable (a)	511,788	85,207
Accounts payable	369,812	465,581
Accrued expenses	247,606	254,095
Insurance payable	183,892	26,794
Lease liabilities, current portion	18,910
Due to related parties	241,007	173,692
Accrued compensation and related benefits	78,333	2,670
Total Current Liabilities	2,151,348	18,006,901
Notes payable, net of current portion (a)	278,985	290,215
Lease liabilities, net of current portion	8,366
Total Long-term Liabilities	287,351	1,540,211
Total Liabilities	$ 2,438,699	19,547,112
Creditors [Member]
Accounts receivable, net		372,922
Prepaid expenses and other		367,459
Total Current Assets		740,381
Security deposit		94,000
Property and equipment, net		126,137
Right of use assets, net		1,445,274
Total Other Assets		1,665,411
TOTAL ASSETS		2,405,792
Notes payable (a)		3,834,337
Accounts payable		638,682
Accrued expenses		170,500
Insurance payable		1,959,099
Contingency liabilities		3,311,272
Lease liabilities, current portion		380,843
Due to related parties		124,000
Accrued compensation and related benefits		919,726
Total Current Liabilities		11,338,459
Notes payable, net of current portion (a)		147,379
Lease liabilities, net of current portion		1,102,617
Total Long-term Liabilities		1,249,996
Total Liabilities		$ 12,588,455

SCHEDULE OF NOTES PAYABLE SUBJE

SCHEDULE OF NOTES PAYABLE SUBJECT TO ASSIGNMENT FOR BENEFIT OF CREDITORS (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Principal amounts		$ 1,062,764
Notes payable, net of current portion	278,985	290,215
Notes Payable [Member]
Principal amounts	790,773	375,422
Less: current portion of notes payable	(511,788)	(85,207)
Notes payable, net of current portion	$ 278,985	290,215
Creditors [Member]
Notes payable, net of current portion		147,379
Creditors [Member] | Notes Payable [Member]
Principal amounts		3,981,716
Less: current portion of notes payable		(3,834,337)
Notes payable, net of current portion		$ 147,379

ASSIGNMENT FOR THE BENEFIT OF_3

ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Details Narrative) - USD ($)	Aug. 28, 2020	Apr. 15, 2020	Mar. 31, 2021	Dec. 31, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Creditors liability					$ 504,940	$ 36,233
Proceeds from promissory notes						4,479,662
Unamortized debt discount				$ 83,548			$ 83,548
Payment of notes payable					496,291	$ 2,956,366
Conversion of notes payable				979,216			979,216
Debt principal balance				1,062,764			1,062,764
Promissory Notes [Member] | Entities or Individuals [Member] | Minimum [Member]
Debt instrument interest rate					7.00%
Promissory Notes [Member] | Entities or Individuals [Member] | Maximum [Member]
Debt instrument interest rate					10.00%
New Promissory Notes [Member]
Creditors liability					$ 40,000
New Promissory Notes [Member] | Entities or Individuals [Member]
Notes payable					40,000
Separate Promissory Notes [Member]
Creditors liability					220,000
Notes payable				220,000			220,000
Separate Promissory Notes [Member] | Several Individuals [Member]
Notes payable				443,000			443,000	$ 2,517,150
Proceeds from promissory notes							423,000	2,238,900
Unamortized debt discount								$ 238,250
Debt due date, description								These notes were due between 45 and 273 days from the respective note issuance date.
Payment of notes payable							320,500	$ 1,118,400
Debt original issue discount				20,000			20,000
Debt principal balance				195,000			195,000
Separate Promissory Notes [Member] | Several Individuals [Member] | Warrants One [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right								439,623
Warrant term								5 years
Warrant exercise price								$ 2.50
Conversion of notes payable								$ 978,750
Accrued interest								120,307
Separate Previous Promissory Notes [Member] | Several Individuals [Member]
Notes payable								40,000
One Of These Notes [Member]
Accrued interest				82,274			82,274
Debt principal balance				150,000			150,000
New Notes [Member]
Debt principal balance				200,000			200,000
Debt instrument, periodic payment							7,500
Repayment of principal amount							15,000
OtherConvertible Debt [Member]
Debt principal balance	$ 185,000
Debt instrument, periodic payment	$ 7,500
Equipment Notes Payable [Member]
Notes and loans payable				43,364			43,364
Equipment Notes Payable [Member]
Notes and loans payable				151,710			151,710
PPP Loans [Member]
Debt description			the twenty-four-week period that commenced on May 1, 2020 and at least 60% of any forgiven amount has been used for covered payroll costs.
Secured Merchant Agreements [Member]
Promissory notes				80,490			80,490
Creditors liability							80,490
Auto Financing Agreement [Member] | Equipment Notes Payable [Member]
Notes and loans payable								$ 44,905	$ 162,868
Paycheck Protection Program [Member] | Prime EFS PPP Loan [Member]
Debt principal balance		$ 2,941,212
Note maturity date		Apr. 16, 2022
Paycheck Protection Program [Member] | Cougar PPP Loan [Member]
Notes payable					$ 622,240
Debt principal balance				622,240			$ 622,240
Debt forgiveness				$ 2,691,884

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)

Jun. 15, 2021

Jun. 04, 2021

Mar. 02, 2021

Jan. 27, 2021

Jan. 11, 2021

Dec. 07, 2020

Nov. 23, 2020

Oct. 09, 2020

Sep. 19, 2020

Aug. 04, 2020

Jun. 19, 2020

Jun. 12, 2020

Jun. 10, 2020

Jun. 05, 2020

Mar. 19, 2020

Jan. 10, 2020

Apr. 30, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Sep. 30, 2020

Mar. 31, 2020

Mar. 31, 2020

Sep. 30, 2021

Sep. 30, 2020

Dec. 31, 2020

Oct. 16, 2020

Jun. 04, 2020

Apr. 24, 2019

Feb. 13, 2019

Loss Contingencies [Line Items]

Accrued contingency liability

$ 2,871,272

$ 2,871,272

$ 2,871,272

Number of shares issued

15,923,322

Common stock issued for debt conversion

$ 373,456

$ 170,000

$ 341,519

Debt principal balance

1,062,764

Retention amount

250,000

250,000

Consulting fee

487,473

$ 621,105

1,470,926

$ 3,523,811

Consideration price for purchase of shares

2,929,281

Sal Son Logistics Inc. [Member]

Loss Contingencies [Line Items]

Annual revenue

$ 1,000,000

Ryder Truck Rental, Inc. [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 2,871,272

Contingent liability

2,871,272

2,871,272

2,871,272

Security deposits

164,565

Contingency loss

$ 3,035,837

Mr. Mazzola [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 168,750

Seeking compensation payment

$ 1,111,833

Mr. Frank Mazzola [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 94,000

Contingent liability

94,000

Repayment to debt

$ 94,000

Ms. Mazzola [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 209,000

Contingent liability

$ 94,000

Rosemary Mazzola [Member]

Loss Contingencies [Line Items]

Contingent liability

94,000

Exchange Agreement [Member] | John Mercadante [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 447,500

Exchange Agreement [Member] | John Mercadante [Member] | Series A Preferred Stock [Member]

Loss Contingencies [Line Items]

Number of shares issued

31,500

Common stock issued for debt conversion

$ 57,960

Exchange Agreement [Member] | John Mercadante [Member] | Fifth Claim [Member]

Loss Contingencies [Line Items]

Sought damages value

447,500

Six Month Consulting Agreement [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 42,000

Executive Employment Agreement [Member] | Mr. Mazzola [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 2,000,000

Allegation severance amount

$ 1,040,000

Securities Purchase And Sale Agreement [Member] | Sal Son Logistics Inc. [Member]

Loss Contingencies [Line Items]

Consideration price for purchase of shares

$ 90,000,000

Percentage of outstanding shares

19.90%

Immediate available fund amount

$ 50,000,000

Finacing description

The Company expects that it will need to raise the aggregate of approximately $60 million in financing (including approximately $6 million in equity financing) to fund the cash portion of the purchase price, investment banking fees, transaction costs and working capital for SalSon and the Company’s other operations. If the financing is completed, the Company also will be required to issue up common stock equal in value to up to 5% of the value aggregate debt financing and warrants (with a 5-year term and cashless exercise) to purchase shares equal in value to up to 10% of the aggregate debt financed in common stock as investment banking fees, if completed. securities financing.

Aggregate finacing value

$ 60,000,000

Securities Purchase And Sale Agreement [Member] | Mr.Berritto [Member] | Sal Son Logistics Inc. [Member]

Loss Contingencies [Line Items]

Percentage of issued and outstanding capital stock purchased

100.00%

Condition for consideration price

Consideration for the purchase of the shares of SalSon shall be $90 Million (the “Purchase Price”). If the verifiable earnings before interest, taxes, depreciation and amortization (“EBITDA”) of SalSon for the full 12 calendar month period ending prior to the month of the closing is less than $12 Million, then the Purchase Price shall be reduced to 7.5 times verifiable 12 months trailing EBITDA.

June 2018 Note [Member]

Loss Contingencies [Line Items]

Debt principal balance

$ 1,664,995

1,664,995

Debt peroidic principal amount

$ 2,413,999

Original discount discount rate

33.33%

33.33%

Debt instrument interest rate

10.00%

10.00%

December 2018 Note [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 196,699

Debt principal balance

$ 300,000

300,000

Debt peroidic principal amount

$ 330,000

Original discount discount rate

10.00%

10.00%

Debt instrument interest rate

10.00%

10.00%

Debt term

90 days

Increase in principal amount

30.00%

Term of the Note

90 days

Secured Promissory Note [Member] | Securities Purchase And Sale Agreement [Member] | Sal Son Logistics Inc. [Member]

Loss Contingencies [Line Items]

Debt instrument interest rate

1.07%

Debt term

60 months

Principal amount

$ 20,000,000

Term of the Note

60 months

Frequency of periodic payment

monthly basis

Amortization period

25 years

Convertible Debt [Member] | June 2018 Note [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 539,114

Debt interest, costs and expenses

343,000

June and December 2018 Note [Member] | Bellridge [Member]

Loss Contingencies [Line Items]

Proceeds from Sale, Maturity and Collection of Investments

$ 500,000

Investment Owned, at Fair Value

$ 1,920,000

Maximum [Member] | Mr. Mazzola [Member]

Loss Contingencies [Line Items]

Sought damages value

500,000

Seeking compensation payment

$ 925,492

Prime EFS, LLC [Member]

Loss Contingencies [Line Items]

Payment of deductible and uninsured damages

$ 387,392

Interest payable

66,297

Notes Payable

$ 220,000

Prime EFS, LLC [Member] | Creditors [Member]

Loss Contingencies [Line Items]

Debt principal balance

$ 2,038,556

Repayment to debt

$ 75,000

$ 75,000

Payment description

the Payment Plan, beginning on June 19, 2020, Prime EFS was obligated to make weekly payments of $15,000 to the Creditors each Friday for 125 weeks ending with a final payment of $13,556 on November 18, 2022.

Prime EFS, LLC [Member] | Valesky [Member]

Loss Contingencies [Line Items]

Payment for legal settlement

$ 35,000

Prime EFS, LLC [Member] | Settlement Agreement [Member]

Loss Contingencies [Line Items]

Debt instrument interest rate

9.00%

Amount owed to creditors

$ 1,678,556

Prime EFS, LLC [Member] | 10% Senior Secured Demand Promissory Note [Member] | Patrick Nicholson [Member]

Loss Contingencies [Line Items]

Debt principal balance

$ 55,000

$ 165,000

Interest payable

$ 332,702

Prime EFS, LLC [Member] | Maximum [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 382,000

Payment for arbitration

$ 327,000

Prime EFS, LLC [Member] | Minimum [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 58,000

Enterprise PA [Member]

Loss Contingencies [Line Items]

Sought damages value

256,000

Liability to prime

327,000

Insurance claim amount

62,000

Contingent liability

440,000

Accrued contingency liability

$ 440,000

440,000

Elrac LLC [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 382,000

Bellridge Capital, L.P [Member] | Exchange Agreement [Member]

Loss Contingencies [Line Items]

Sought damages value

$ 3,337,500

Shypdirect LLC [Member]

Loss Contingencies [Line Items]

Plaintiff exceeding amount

$ 789,000

Ascentaur, LLC [Member] | Consulting Agreement [Member]

Loss Contingencies [Line Items]

Debt interest, costs and expenses

$ 12,500

Agrement expiration date

Jan. 31, 2023

Consulting fee

$ 300,000

Exercise price of warrants

$ 0.06

Ascentaur, LLC [Member] | Maximum [Member] | Consulting Agreement [Member]

Loss Contingencies [Line Items]

Number of warrants issued

25,000,000

RELATED PARTY TRANSACTIONS AN_2

RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($)	Dec. 22, 2020	Jul. 03, 2019	Sep. 30, 2021	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018	Jun. 30, 2021
Related Party Transaction [Line Items]
Acquired balance due from former majority owner			$ 40,874	$ 40,874		$ 40,874
Cash paid for acquisition						10,031
Deconsolidated and removed liability			94,000
Interest expense, related party debt				22,685	$ 22,686	67,315	152,262
Notes payable - related party, current			500,000	500,000		500,000		$ 500,000
Promissory Notes [Member]
Related Party Transaction [Line Items]
Due to related party		$ 500,000
Maturity date		Jan. 3, 2021
Notes interest rate		20.00%
Promissory Notes 1 [Member]
Related Party Transaction [Line Items]
Notes interest rate		18.00%
Convertible Promissory Notes [Member]
Related Party Transaction [Line Items]
Interest expense, related party debt						67,315	$ 152,262
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Due to related party								30,000
Advances to related party	$ 30,000
Spouse Of Company's CEO [Member] | Promissory Notes [Member]
Related Party Transaction [Line Items]
Accrued interest payable			241,007	241,007		241,007		173,692
Prime EFS, LLC [Member]
Related Party Transaction [Line Items]
Accrued interest payable											$ 66,297
Former Majority Owner [Member]
Related Party Transaction [Line Items]
Acquired balance due from former majority owner								14,019
Payment of cash acquired								489,174
Cash paid for acquisition								489,174
Repayment of related party debt								35,000	$ 130,000	$ 216,155
Due to related party								94,000
Employee [Member]
Related Party Transaction [Line Items]
Due to related party			0	0		0		0
Advances to related party									88,000
Interest expense, related party debt								57,200
Prime EFS, Shypdirect and Frank Mazzola [Member]
Related Party Transaction [Line Items]
Repayment of related party debt								163,000
Advances to related party								75,000
Former Employee [Member] | Prime EFS, LLC [Member]
Related Party Transaction [Line Items]
Due to related party			$ 0	$ 0		$ 0		0
Advances to related party									$ 25,000
Interest expense, related party debt								$ 27,500

SCHEDULE OF RIGHT OF USE ASSET

SCHEDULE OF RIGHT OF USE ASSET (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities
Office leases and truck right of use assets	$ 44,393
Less: accumulated amortization into rent expense or cost of sales	(17,177)
Balance of ROU assets as of end of period	$ 27,276

SCHEDULE OF OPERATING LEASE LIA

SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO ROU ASSET (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities
Lease liabilities related to office and truck leases right of use assets	$ 27,276
Less: current portion of lease liabilities	(18,910)
Lease liabilities – long-term	$ 8,366

SCHEDULE OF LEASE PAYMENTS DUE

SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES (Details) - USD ($)	Sep. 30, 2021	Dec. 31, 2020
Operating Lease Right-of-use Rou Assets And Operating Lease Liabilities
2022	$ 21,053
2023	8,765
Total minimum non-cancelable operating lease payments	29,818
Less: discount to fair value	(2,542)
Total lease liability on September 30, 2021	$ 27,276

OPERATING LEASE RIGHT-OF-USE _3

OPERATING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING LEASE LIABILITIES (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended		9 Months Ended		12 Months Ended
	Jul. 31, 2019	Jan. 31, 2019	Dec. 31, 2018	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2021	Dec. 31, 2020
Loss on lease abandonment				$ 607,554		$ 1,223,628
Remaining lease liabilities				$ 27,276		27,276
Operating lease, rent expense						521,688	496,349
Sublease income						$ 194,823	$ 241,308
Minimum [Member]
Lease liability, discount rate				10.00%		10.00%
Maximum [Member]
Lease liability, discount rate				12.00%		12.00%
Creditors [Member]
Remaining lease liabilities				$ 1,445,274		$ 1,445,274
Remediation Property for Sale, Abandonment or Disposal [Member]
Remaining lease liabilities				$ 1,263,494		$ 1,263,494			$ 1,483,460
Lease Agreement [Member]
Operating lease, expiration date	Feb. 28, 2024		Dec. 31, 2023
Operating lease, monthly rent	$ 10,000
Payments for security deposit	$ 20,000	$ 28,000
Operating lease, renewal term	4 years 6 months
Lease Agreement [Member] | From Lease Commencement Date to Last Day of Second Lease Year [Member]
Operating lease, monthly rent			$ 14,000
Lease Agreement [Member] | Twenty Fifth Month Of Commencement Date [Member]
Operating lease, monthly rent	$ 10,500		$ 14,420
Lease Agreement 1 [Member]
Operating lease, expiration date	Aug. 31, 2024
Operating lease, monthly rent	$ 18,000
Payments for security deposit								$ 18,000
Lease Agreement 1 [Member] | Twenty Fifth Month Of Commencement Date [Member]
Lease description	increase by 3% each lease year

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Revenue Benchmark [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	77.90%
Revenue Benchmark [Member] | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	36.70%	97.50%
Revenue Benchmark [Member] | Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage	19.60%
Revenue Benchmark [Member] | Customer Three [Member]
Concentration Risk [Line Items]
Concentration risk percentage	11.30%
Revenue Benchmark [Member] | Customer Four [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.30%
Accounts Receivable [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	59.40%
Accounts Receivable [Member] | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage	19.90%
Accounts Receivable [Member] | Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage	16.60%
Accounts Receivable [Member] | Customer Three [Member]
Concentration Risk [Line Items]
Concentration risk percentage	12.10%
Accounts Receivable [Member] | Customer Four [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.80%

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	May 31, 2021	Nov. 15, 2021	Sep. 30, 2021	Jun. 30, 2021	Sep. 30, 2020	Jun. 30, 2020	Jun. 30, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Debt principal balance											$ 1,062,764
Discount amount											$ 83,548
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt principal balance	$ 500,000
Unpaid accrued interest	240,822
Discount amount	$ 600,000
Common Stock [Member]
Subsequent Event [Line Items]
Shares exercised		325,539,430	68,571,429	68,571,429		325,539,430	52,482,141	85,710,419	52,482,141	70,203,889
Warrant exercise price		$ 0.01				$ 0.01
Common Stock [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Shares issued during period					28,571,429
Proceeds from issuance of common stock					$ 285,714
Warrant [Member]
Subsequent Event [Line Items]
Shares exercised			68,571,429	68,571,429		325,539,430	98,557,429	83,662,448		98,557,429
Warrant exercise price		$ 0.01	$ 0.01	$ 0.01		$ 0.01	$ 0.01			$ 0.01
Warrant [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Shares exercised					28,571,429
Warrant exercise price					$ 0.01