Transportation and Logistics Systems (TLSS) 10-Q 15 May 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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		3,702,010,977

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash	$ 472,655	$ 1,470,807
Accounts receivable, net	3,361,850	2,059,326
Prepaid expenses and other current assets	433,075	613,035
Total Current Assets	4,267,580	4,143,168
OTHER ASSETS:
Security deposits	454,844	377,107
Property and equipment, net	2,887,613	1,607,212
Right of use assets, net	12,150,532	8,457,083
Goodwill	2,105,879	2,105,879
Intangible assets, net	4,742,925	4,601,677
Total Other Assets	22,341,793	17,148,958
TOTAL ASSETS	26,609,373	21,292,126
CURRENT LIABILITIES:
Notes payable, current portion	6,035,877	4,953,078
Accounts payable (including accounts payable - related party of $324,551 and $115,117 on March 31, 2023 and December 31, 2022, respectively)	1,520,736	472,701
Accrued expenses	910,918	837,170
Insurance payable	359,135	137,477
Lease liabilities, current portion	3,006,297	2,081,099
Accrued compensation and related benefits	183,035	65,103
Total Current Liabilities	12,015,998	8,546,628
LONG-TERM LIABILITIES:
Notes payable, net of current portion	1,483,066	831,499
Lease liabilities, net of current portion	9,219,225	6,413,937
Total Long-term Liabilities	10,702,291	7,245,436
Total Liabilities	22,718,289	15,792,064
Commitments and Contingencies (See Note 10)
SHAREHOLDERS’ EQUITY:
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 3,702,010,977 and 3,636,691,682 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	3,702,011	3,636,692
Additional paid-in capital	129,444,899	129,372,841
Accumulated deficit	(129,256,425)	(127,510,099)
Total Shareholders’ Equity	3,891,084	5,500,062
Total Liabilities and Shareholders’ Equity	26,609,373	21,292,126
Series B Convertible Preferred Stock [Member]
SHAREHOLDERS’ EQUITY:
Preferred stock, value
Series D Convertible Preferred Stock [Member]
SHAREHOLDERS’ EQUITY:
Preferred stock, value
Series E Convertible Preferred Stock [Member]
SHAREHOLDERS’ EQUITY:
Preferred stock, value	21	21
Series G Convertible Preferred Stock [Member]
SHAREHOLDERS’ EQUITY:
Preferred stock, value	546	575
Series H Convertible Preferred Stock [Member]
SHAREHOLDERS’ EQUITY:
Preferred stock, value	$ 32	$ 32

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accounts Payable, Current, Related and Nonrelated Party Status [Extensible Enumeration]	Related Party [Member]	Related Party [Member]
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	3,702,010,977	3,636,691,682
Common stock, shares outstanding	3,702,010,977	3,636,691,682
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	0	0
Preferred stock, shares outstanding	0	0
Preferred stock, liquidation value	$ 0	$ 0
Series D Convertible 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 Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	562,250	562,250
Preferred stock, shares issued	21,418	21,418
Preferred stock, shares outstanding	21,418	21,418
Preferred stock, liquidation value per share	$ 13.34	$ 13.34
Series G Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	1,000,000	1,000,000
Preferred stock, shares issued	546,000	575,000
Preferred stock, shares outstanding	546,000	575,000
Preferred stock, liquidation value per share	$ 10	$ 10
Series H Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares designated	35,000	35,000
Preferred stock, shares issued	32,374	32,374
Preferred stock, shares outstanding	32,374	32,374
Preferred stock, liquidation value per share	$ 0	$ 0

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
REVENUES	$ 5,594,896	$ 1,259,333
COST OF REVENUES (including cost of sales - related party of $770,707 and $0 for the three months ended March 31, 2023 and 2022, respectively)	3,626,353	971,002
GROSS PROFIT	1,968,543	288,331
OPERATING EXPENSES:
Compensation and related benefits	1,115,484	1,356,410
Legal and professional fees	557,083	349,494
Rent	1,038,083	101,337
General and administrative expenses	764,836	281,943
Total Operating Expenses	3,475,486	2,089,184
LOSS FROM OPERATIONS	(1,506,943)	(1,800,853)
OTHER INCOME (EXPENSES):
Interest income	992
Interest expense	(139,245)	(7,867)
Loss on sale of subsidiary	(720)
Settlement expense		(228,511)
Total Other Income (Expenses)	(138,973)	(236,378)
LOSS BEFORE INCOME TAXES	(1,645,916)	(2,037,231)
Provision for income taxes
NET LOSS	(1,645,916)	(2,037,231)
Accrued dividends	(100,410)	(109,051)
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$ (1,746,326)	$ (2,146,282)
NET LOSS PER COMMON SHARE - BASIC AND DILUTED
Basic and diluted	$ 0	$ 0
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic and diluted	3,685,826,300	3,040,797,022

Consolidated Statements of Op_2

Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Cost of sales related party	$ 770,707	$ 0

Consolidated Statements of Chan

Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series E Preferred Stock [Member]	Preferred Stock [Member] Series G Preferred Stock [Member]	Preferred Stock [Member] Series H Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 700	$ 52	$ 615		$ 2,926,529	$ 124,604,718	$ (119,016,487)	$ 8,516,127
Balance, shares at Dec. 31, 2021	700,000	51,605	615,000		2,926,528,666
Common stock issued for services and future services					$ 161,672	88,328		250,000
Common stock issued for services and future services, shares					161,671,888
Dividends accrued							(109,051)	(109,051)
Net loss							(2,037,231)	(2,037,231)
Common stock issued for warrant exercise					24,571	221,143		245,714
Accretion of stock-based compensation						586,133		586,133
Sales of Series G preferred share units			$ 95			854,905		855,000
Sales of Series G preferred share units, shares			95,000
Common stock issued for conversion of Series E preferred shares		$ (20)			$ 75,000	(74,980)
Common stock issued for conversion of series E preferred shares, shares		(19,947)			75,000,000
Balance at Mar. 31, 2022	$ 700	$ 32	$ 710		$ 3,187,772	126,280,247	(121,162,769)	8,306,692
Balance, shares at Mar. 31, 2022	700,000	31,658	710,000		3,187,771,983
Balance at Dec. 31, 2022		$ 21	$ 575	$ 32	$ 3,636,692	129,372,841	(127,510,099)	5,500,062
Balance, shares at Dec. 31, 2022		21,418	575,000	32,374	3,636,691,682
Common stock issued for conversion of Series G preferred shares			$ (29)		$ 43,685	(23,600)		20,056
Common stock issued for conversion of Series G preferred shares, shares			(29,000)		43,684,680
Common stock issued for services and future services					$ 21,634	(21,634)
Common stock issued for services and future services, shares					21,634,615
Accretion of stock-based compensation						117,292		117,292
Dividends accrued							(100,410)	(100,410)
Net loss							(1,645,916)	(1,645,916)
Common stock issued for warrant exercise, shares					24,571,429
Balance at Mar. 31, 2023		$ 21	$ 546	$ 32	$ 3,702,011	$ 129,444,899	$ (129,256,425)	$ 3,891,084
Balance, shares at Mar. 31, 2023		21,418	546,000	32,374	3,702,010,977

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,645,916)	$ (2,037,231)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	375,911	191,143
Stock-based compensation	117,292	836,133
Lease costs	37,037
Bad debt recovery	(23,273)
Change in operating assets and liabilities:
Accounts receivable	(442,365)	20,159
Prepaid expenses and other current assets	(56,586)	(13,123)
Security deposit	(70,737)	(6,155)
Accounts payable and accrued expenses	817,424	283,707
Insurance payable	221,658	(63,692)
Accrued compensation and related benefits	(34,699)	(20,825)
NET CASH USED IN OPERATING ACTIVITIES	(704,254)	(809,884)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(206,988)
Proceeds from repayment of note receivable	255,000
Cash acquired in acquisitions	207,471
Cash used for acquisitions	(687,808)
NET CASH USED IN INVESTING ACTIVITIES	(432,325)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of series G preferred share units		855,000
Proceeds from exercise of warrants		245,714
Proceeds from notes payable	196,700
Repayment of notes payable	(58,273)	(295,281)
NET CASH PROVIDED BY FINANCING ACTIVITIES	138,427	805,433
NET DECREASE IN CASH	(998,152)	(4,451)
CASH, beginning of period	1,470,807	6,067,692
CASH, end of period	472,655	6,063,241
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest	119,240	7,867
Income taxes
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Series E preferred stock to common stock		20
Conversion of Series G preferred stock and accrued dividends to common stock	20,056
Accrual of preferred stock dividends	100,410	109,051
Increase in right of use assets and lease liabilities	3,958,260
Assets acquired:
Accounts receivable	836,886
Prepaid expenses	18,454
Property and equipment	1,186,198
Right of use assets	457,239
Security deposits	7,000
Intangible assets	404,374
Total assets acquired	2,910,151
Less: liabilities assumed:
Accounts payable	211,303
Accrued expenses	12,702
Accrued compensation and related benefits	152,631
Notes payable	1,595,939
Lease liabilities	457,239
Total liabilities assumed	2,429,814
Net assets acquired	$ 480,337

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS Transportation and Logistics Systems, Inc. (“TLSS” or the “Company”) is a holding company incorporated under the laws of the State of Nevada, on July 25, 2008. Its active wholly-owned operating subsidiaries, Cougar Express, Inc., Freight Connections, Inc., JFK Cartage, Inc. and Severance Trucking Co., Inc. (acquired in 2023, along with Severance Warehousing, Inc. and McGrath Trailer Leasing, Inc., and hereafter referred to as “Severance Trucking”, together provide a full suite of logistics and transportation services, specializing in ecommerce fulfillment, last mile deliveries, two-person home delivery, mid-mile, and long-haul services. Such entities operate several warehouse locations located in New York, New Jersey, Connecticut and Massachusetts. Inactive subsidiaries include: TLSS Acquisition, Inc. (“TLSSA”), Shyp CX, Inc. (“Shyp CX”), Shyp FX, Inc. (“Shyp FX”), TLSS-FC, Inc. (“TLSS-FC”) and TLSS-STI, Inc. (“TLSS-STI”). On June 18, 2018, the Company completed the acquisition of 100 On July 24, 2018, the Company formed Shypdirect LLC (“Shypdirect”), a company organized under the laws of New Jersey. Since its inception, Shypdirect generated substantially all of its revenues from Amazon, Inc. As described below, Amazon elected to terminate its Amazon Relay Carrier Terms of Service with Shypdirect. Accordingly, in June 2021, Shypdirect ceased its tractor trailer and box truck delivery services to Amazon, and in July 2021, Shypdirect ceased all operations. On August 19, 2021, the Company’s former 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. (See Note 10). Since exiting the Amazon business, the Company has pursued a growth by acquisitions strategy as set forth below and as such, continues to pursue potential acquisition opportunities. 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. On April 28, 2022, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement” with an unrelated third party. Pursuant to the Asset Purchase Agreement, Shyp FX sold substantially all its asset and specific liabilities. The Asset Purchase Agreement closed in June 2022. On November 16, 2020, the Company formed a wholly-owned subsidiary, TLSSA, a company incorporated under the laws of the State of Delaware. On March 24, 2021, TLSS 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 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country. On February 21, 2021, the Company formed a wholly-owned subsidiary, Shyp CX, a company incorporated under the laws of the State of New York. Shyp CX does not engage in any revenue-generating operations. On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, Inc., a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area (“JFK Cartage”). Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party. The effective date of the acquisition was July 31, 2022 3.6 2.0 30,000 Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, Inc., a New Jersey-based company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area (“Freight Connections”). Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired. Freight Connections was founded in 2016 and is a privately held transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the area with 200,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Effective February 3, 2023, the Company’s newly formed wholly-owned subsidiary, TLSS-STI, closed on an acquisition of all outstanding stock of Severance Trucking, which together, offer LTL trucking services throughout New England, with an effective date as of the close of business on January 31 2023. The sellers of the stock of each entity were Kathryn Boyd, Clyde Severance, and Robert Severance, all individuals (the “Sellers”). None of the Sellers are affiliated with the Company or its affiliates. Severance Trucking is a privately-owned full-service transportation carrier and logistics business that has been in operation for over 100 years specializing in LTL trucking that provides next day service to major cities in New England and New York, with cartage and interline agreements with respected carriers that ensure reliable deliveries anywhere in the United States and Canada. With annual revenues of over $ 13.0 18,000 9,000 5,750 16,000 Unless the context otherwise requires, TLSS and its wholly-owned subsidiaries, TLSSA, TLSS-FC, Cougar Express, Shyp FX, Shyp CX, JFK Cartage, Freight Connections, TLSS-STI, and Severance Trucking are hereafter referred to as the “Company”. References herein to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2023
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 unaudited 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 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 consolidated financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on SEC Form 10-K, filed on March 31, 2023. The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year. The consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, TLSSA, TLSS-FC, Cougar Express, Shyp FX, Shyp CX, TLSS-STI, JFK Cartage since its acquisition on July 31, 2022, Freight Connection since its acquisition on September 16, 2022, and Severance Trucking since its acquisition on January 31, 2023. All intercompany accounts and transactions have been eliminated in consolidation. References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS. Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had a net loss of $ 1,645,916 2,037,231 704,254 809,884 129,256,425 7,748,418 Risks and uncertainties The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On March 31, 2023, the Company had no cash in bank in excess of FDIC insured levels. On March 12, 2023, Signature Bank, the Company’s financial institution, was closed by its state chartering authority, the New York State Department of Financial Services. On that same date the FDIC was appointed as receiver and transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. At the time of closing, the Company had all of its cash at Signature Bank. The Company did not lose access to its accounts or experience interruptions in banking services, and it suffered no losses with respect to its deposits at Signature Bank as a result of the bank’s closure. Normal banking activities resumed on Monday, March 13, 2023. On March 19, 2023 Signature Bridge Bank N.A. was acquired by New York Community Bancorp Inc., which is the parent of Flagship Bank, N.A. The Company is currently looking at additional banking options to ensure that its exposure is limited or reduced to the FDIC protection limits. The COVID-19 pandemic and resulting global disruptions have affected the Company’s businesses, as well as those of the Company’s customers and their third-party suppliers and sellers. To serve the Company’s customers while also providing for the safety of the Company’s employees and service providers, the Company has adapted numerous aspects of its logistics and transportation processes. The Company continues to monitor the rapidly evolving situation and expect to continue to adapt its operations to address federal, state, and local standards as well as to implement standards or processes that the Company determines to be in the best interests of its employees, customers, and communities. The impact of the pandemic and actions taken in response to it had some effects on the Company’s results of operations. Effects include increased fulfilment costs and cost of sales, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. The Company continues to be affected by possible procurement and shipping delays, supply chain interruptions, 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 2023, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. The Company plans on diversifying is bank and financial institution deposits to other banks to mitigate such risk. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Use of estimates The preparation of the 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 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, and the value of claims against the Company. Fair value of financial instruments The Financial Accounting Standards Board (“FASB”) issued ASC 820 — Fair Value Measurements and Disclosures, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, 2023. Accordingly, the estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company measures certain financial instruments at fair value on a recurring basis. As of March 31, 2023 and December 31, 2022, the Company had no assets and liabilities measured at fair value on a recurring basis. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, insurance payable, and other payables approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk. Business acquisitions The Company accounted for business acquisitions using the acquisition method of accounting where the assets acquired and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in the Company’s consolidated financial statements as of the date of the acquisition. Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On March 31, 2023, the Company did not have any cash equivalents. 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 along with general reserves for current accounts receivable that are projected to become uncollectable. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of one twenty Goodwill and other intangible assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges. The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually, or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value. Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine whether it is more likely than not Other intangibles, net consists of covenants not to compete and customer relationships. All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The Company periodically evaluates both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable. See Note 6 for additional information regarding intangible assets and goodwill. Leases On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations. Impairment of long-lived assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Segment reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the chief executive officer of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. During the three months ended March 31, 2023 and 2022, the Company believes that it operates in one operating segment related to its full suite of logistics and transportation services, specializing in last mile deliveries, two-person home and commercial deliveries, mid-mile, and long-haul services. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Revenue recognition and cost of revenue The Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. The Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net 30 days from acceptance of delivery. The Company does not incur incremental costs obtaining service orders from its customers, however, if the Company did, because all 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 freight on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of freight that the Company makes under the service agreements. Control of the freight transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. The Company covers a 100-mile radius around each of its terminals and each individual shipment accepted by the Company is considered a separate contract with the performance obligation being the delivery of the freight. Our average length of haul for each load of freight generally equals less than one week of continuous transit time. The Company’s revenues are primarily derived from the transportation services we provide through the delivery of goods over the duration of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability is probable this document serves as the contract as our basis to recognized revenue under ASC 606- Revenue Recognition. The Company has elected to expense initial direct costs as incurred because the average shipment cycle is less than five days. The Company recognizes revenue and substantially all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. The Company directs the use of the transportation service provided and remains responsible for the complete and proper shipment. The Company recognizes revenue for its performance obligations under its customer contracts over time, as its customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition. Inherent within the Company’s revenue recognition practices are estimates for revenue associated with shipments in transit. For shipments in transit, the Company records revenue based on the percentage of service completed as of the period end and recognizes delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to standard transit days. The estimated portion of revenue for all shipments in transit is accumulated at period end and recognized as operating revenue. The significance of in transit shipments to the consolidated financial statements is limited due to the short duration, generally less than five days, of the average shipment cycle. On March 31, 2023 and 2022, any reductions to operating revenue and accounts receivable to reflect in transit shipments were insignificant. Revenue generated from warehousing services is generally recognized as the service is performed, based upon a monthly or weekly rate. Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment. Basic and diluted loss per share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net 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 Series E, G and H preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future. Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the three months ended March 31, 2023 and 2022 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING March 31, 2023 March 31, 2022 Stock warrants 1,258,008,109 1,280,150,966 Stock options 80,000 80,000 Series B convertible preferred stock - 700,000 Series E convertible preferred stock 28,571,600 42,231,772 Series G convertible preferred stock 546,000,000 710,000,000 Series H convertible preferred stock 323,740,000 - Antidilutive securities excluded from computation of earnings per share 2,156,399,709 2,033,162,738 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures 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 AND DISPOSITION

ACQUISITIONS AND DISPOSITION	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS AND DISPOSITION	NOTE 3 – ACQUISITIONS AND DISPOSITION Acquisitions 2023 Effective February 3, 2023, the Company’s newly formed wholly-owned subsidiary, TLSS-STI, closed on an acquisition of all outstanding stock of Severance Trucking, which together, offer LTL trucking services throughout New England, with an effective date as of the close of business on January 31, 2023. The sellers of the stock of each entity were Kathryn Boyd, Clyde Severance, and Robert Severance, all individuals (the “Sellers”). None of the Sellers are affiliated with the Company or its affiliates. Prior to the acquisition, Severance Trucking was a privately-owned full-service transportation carrier and logistics business that had been in operation for over 100 years specializing in LTL trucking that provided next day service to major cities in New England and New York, with cartage and interline agreements with respected carriers that ensure reliable deliveries anywhere in the United States and Canada. With annual revenues of over $ 13.0 18,000 9,000 5,750 16,000 The total purchase price was $ 2,250,000 10,747 687,808 1,572,939 12 One of the Sellers also entered into a consulting agreement, including non-competition and non-solicitation provisions, to continue with Severance Trucking after the acquisition for a period of no less than three (3) months and no more than one (1) year. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) The assets acquired and liabilities assumed were recorded at their estimated fair values on the acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed based on completion of valuations, with the corresponding offset to intangible assets. After the purchase price measurement period, the Company may record any adjustments to assets acquired or liabilities assumed in operating expenses in the period in which the adjustments may have been determined. Based upon the preliminary purchase price allocation, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the acquisition: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Severance Trucking Assets acquired: Cash $ 207,471 Accounts receivable 836,886 Prepaid expenses and other assets 25,454 Property and equipment, net 1,186,198 Financing lease right of use assets 457,239 Intangible assets 404,374 Total assets acquired at fair value 3,117,622 Liabilities assumed: Notes payable 23,000 Accounts payable and accrued expenses 376,636 Lease liabilities 457,239 Total liabilities assumed 856,875 Net assets acquired $ 2,260,747 Purchase consideration paid: Cash paid $ 687,808 Promissory note 1,572,939 Total purchase consideration paid $ 2,260,747 2022 On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area. Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “JFK Cartage Seller”). The effective date of the acquisition was July 31, 2022. JFK Cartage operates from a 30,000 1,700,000 405,712 696,935 98,448 25 598,487 199,496 5.0 503,065 1,102,647 405,712 696,935 503,065 Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, a company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area. Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired (the “Freight Connections Seller”). Freight Connections was founded in 2016 and is a transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the area with 200,000 9,365,000 1,525,000 4,544,671 10 178,911,844 32,374 323,740,000 0.0059 2,965,646 4.99 4,544,671 9,035,317 1,525,000 2,965,646 4,544,671 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) The Freight Connections Seller also entered into an employment agreement, including non-competition provisions, to continue with Freight Connections after the acquisition. The assets acquired and liabilities assumed were recorded at their estimated fair values on the respective acquisition date, subject to adjustment during the measurement period with subsequent changes recognized in earnings or loss. These estimates are inherently uncertain and are subject to refinement. Management develops estimates based on assumptions as a part of the purchase price allocation process to value the assets acquired and liabilities assumed as of the business acquisition date. As a result, during the purchase price measurement period, which may be up to one year from the business acquisition date, the Company 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. Based upon the adjusted purchase price allocations, the following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of the respective 2022 acquisition: SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED JFK Cartage Freight Connections Total Assets acquired: Cash $ 29,280 $ 167,247 $ 196,527 Accounts receivable, net 280,815 1,909,892 2,190,707 Other assets 206,591 428,666 635,257 Property and equipment 44,839 1,296,974 1,341,813 Right of use assets 1,172,972 7,911,622 9,084,594 Other intangible assets 752,025 4,892,931 5,644,956 Goodwill 502,642 1,603,237 2,105,879 Total assets acquired at fair value 2,989,164 18,210,569 21,199,733 Liabilities assumed: Notes payable (515,096 ) (598,886 ) (1,113,982 ) Accounts payable (10,559 ) (422,902 ) (433,461 ) Accrued expenses (187,890 ) (241,842 ) (429,732 ) Lease liabilities (1,172,972 ) (7,911,622 ) (9,084,594 ) Total liabilities assumed (1,886,517 ) (9,175,252 ) (11,061,769 ) Net asset acquired $ 1,102,647 $ 9,035,317 $ 10,137,964 Purchase consideration paid: Cash paid $ 405,712 $ 1,525,000 $ 1,930,712 Notes payable 696,935 4,544,671 5,241,606 Common shares and Series H preferred shares issued - 2,965,646 2,965,646 Total purchase consideration paid $ 1,102,647 $ 9,035,317 $ 10,137,964 The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of JFK Cartage, Freight Connections and Severance Trucking had occurred as of the beginning of the following periods: SCHEDULE OF UNAUDITED PRO FORMA CONSOLIDATION For the Three Months Ended For the Three Months Ended Net Revenues $ 6,356,956 $ 7,879,665 Net Loss $ (1,971,233 ) $ (1,642,570 ) Net Loss Attributable to Common Shareholders $ (2,071,633 ) $ (2,146,282 ) Net Loss per Share $ (0.00 ) $ (0.00 ) Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results. Disposition Sale of Shyp FX assets On June 21, 2022, the Company sold substantially all of the assets of Shyp FX in an all-cash transaction. The purchaser was Farhoud Logistics Inc., a New Jersey corporation, an unrelated party. Under the terms of the sale, The Company sold the assets of Shyp FX consisting of transportation equipment and other equipment and the business of Shyp FX for $ 825,000 748,500 75,000 4,214 25,000 293,975 720 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)

ACCOUNTS RECEIVABLE AND NOTE RE

ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE	3 Months Ended
	Mar. 31, 2023
Receivables [Abstract]
ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE	NOTE 4 – ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE Accounts receivable On March 31, 2023 and December 31, 2022, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE March 31, 2023 December 31, 2022 Accounts receivable $ 3,959,109 $ 2,523,778 Allowance for doubtful accounts (597,259 ) (464,452 ) Accounts receivable, net $ 3,361,850 $ 2,059,326 During the three months ended March 31, 2023 and 2022, the Company recorded bad debt expense (recovery) of $( 23,273 0 Note receivable On October 31, 2022, the Company entered into a promissory note receivable with Recommerce Group, Inc (“Recommerce”), a third party, in the amount of $ 283,333 255,000 28,333 283,333 2,833 31,166

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 5 - PROPERTY AND EQUIPMENT On March 31, 2023 and December 31, 2022, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life March 31, 2023 December 31, 2022 Revenue equipment 3 20 $ 2,552,365 $ 1,316,518 Machinery and equipment 1 10 546,533 440,863 Office equipment and furniture 1 3 116,460 106,172 Leasehold improvements 1 3 63,710 22,329 Subtotal 3,279,068 1,885,882 Less: accumulated depreciation (391,455 ) (278,670 ) Property and equipment, net $ 2,887,613 $ 1,607,212 On June 21, 2022, in connection with the sale of net assets of Shyp FX, the Company sold delivery trucks and equipment with a net book value of $ 257,306 For the three months ended March 31, 2023 and 2022, depreciation expense amounted to $ 112,785 46,333

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	NOTE 6 – INTANGIBLE ASSETS AND GOODWILL As a result of the acquisition of Severance Trucking, during the three months ended March 31, 2023, there was a $ 404,374 404,374 As a result of the acquisitions of JFK Cartage and Freight Connections, during the year ended December 31, 2022, there was a $ 7,750,835 1,753,237 5,997,598 On March 31, 2023, intangible assets subject to amortization consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets 2023 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets Customer relationships 3 5 $ 3,768,818 $ 377,960 $ 3,390,858 Covenants not to compete 3 5 1,503,487 162,878 1,340,609 Other intangible assets 1 25,000 13,542 11,458 Intangible assets net $ 5,297,305 $ 554,380 $ 4,742,925 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) On December 31, 2022, intangible assets subject to amortization consisted of the following: Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets 2022 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets Customer relationships 3 5 $ 3,364,444 $ 196,259 $ 3,168,185 Covenants not to compete 3 5 1,503,487 87,703 1,415,784 Other intangible assets 1 25,000 7,292 17,708 Intangible assets net $ 4,892,931 $ 291,254 $ 4,601,677 On March 31, 2023 and December 31, 2022, goodwill consisted of the following: SCHEDULE OF GOODWILL Useful life March 31, 2023 December 31, 2022 Goodwill (1) - $ 2,105,879 $ 2,105,879 Goodwill Total $ 2,105,879 $ 2,105,879 (1) $ 502,642 For the three months ended March 31, 2023 and 2022, amortization of intangible assets amounted to $ 263,126 144,810 Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending March 31: Amount 2024 $ 1,065,919 2025 1,054,461 2026 1,054,461 2027 1,054,461 2028 513,623 Total $ 4,742,925

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2023
Notes Payable
NOTES PAYABLE	NOTE 7 – NOTES PAYABLE Promissory notes On July 31, 2022, in connection with the acquisition of JFK Cartage, JFK Cartage issued a promissory note in the amount of $ 696,935 Principal amount of $ 98,448 598,487 199,496 5 598,487 In connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed an SBA loan that existed on the books of JFK Cartage in the amount of $ 500,000 On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connections issued a promissory note in the amount of $ 4,544,671 The secured promissory accrues interest at the rate of 5 4,544,671 On January 31, 2023, in connection with the acquisition of Severance Trucking, Severance Trucking issued a promissory note in the amount of $ 1,572,939 The secured promissory accrues interest at the rate of 12 1,572,939 In connection with the acquisition of Freight Connections, on September 16, 2022, the Company assumed a merchant loan with Paypal in the amount of $ 15,612 0 Equipment and auto notes payable In connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed several equipment notes payable due to entities amounting to $ 15,096 7,093 9,605 On July 7, 2022, Cougar Express entered into a promissory note for the purchase of a truck in the amount of $ 46,416 sixty 1,019 40,614 42,424 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) In connection with the acquisition of Freight Connections, on September 16, 2022, the Company assumed several equipment notes payable due to entities amounting to $ 583,274 489,207 533,669 On September 22, 2022, JFK Cartage entered into a promissory note for the purchase of a truck in the amount of $ 61,979 forty-eight 1,645 52,648 55,720 On January 17, 2023, Cougar Express entered into a promissory note for the purchase of two trucks in the amount of $ 196,700 sixty 4,059 191,431 In connection with the acquisition of Severance Trucking, on January 31, 2023, the Company assumed an equipment note payable due to an entity amounting to $ 23,000 21,853 On March 31, 2023 and December 31, 2022, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE March 31, 2023 December 31, 2022 Principal amounts $ 7,518,943 $ 5,784,577 Less: current portion of notes payable (6,035,877 ) (4,953,078 ) Notes payable – long-term $ 1,483,066 $ 831,499 As of March 31, 2023, future maturities of notes payable is as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE Year ending March 31: Amount 2024 $ 6,035,877 2025 961,592 2026 379,874 2027 99,592 2028 42,008 Total $ 7,518,943

SHAREHOLDERS_ EQUITY

SHAREHOLDERS’ EQUITY	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
SHAREHOLDERS’ EQUITY	NOTE 8– SHAREHOLDERS’ EQUITY Preferred stock The Company has 10,000,000 0.001 Series B preferred shares In August 2019, the Company designated Series B Preferred Shares consisting of 1,700,000 0.001 0.001 700,000 700 no Series D preferred shares On July 20, 2020, the Board filed the Certificate of Designation of Preferences (“COD”), Rights and Limitations of Series D Preferred Stock (the “Series D COD”) with the Secretary of State of the State of Nevada designating 1,250,000 6.00 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Approval of at least a majority of the outstanding Series D Preferred is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series D, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, it being understood that the creation of a new security having rights, preferences or privileges senior to or on parity with the Series D Preferred in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series D Preferred; (c) issue any Series D Preferred, other than to the Investors; or (d) without limiting any provision hereunder, whether or not prohibited by the terms of the Series D Preferred, circumvent a right of the Series D Preferred. As of March 31, 2023 and December 31, 2022, no Series E preferred shares To consummate the Series E Offerings described below, the Company’s Board of Directors (the “Board”) created the Series E Convertible Preferred Stock (the “Series E”) pursuant to the authority vested in the Board by the Company’s Amended and Restated Articles of Incorporation to issue up to 10,000,000 0.001 7,049,999 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”) with the Secretary of State of the State of Nevada designating 562,250 13.34 ● 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”) equal to $210 for each $1,000 of Stated Value of the Series E converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Stated Value during the Triggering Event Period (the “Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”). During the Triggering Event Period, the number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average VWAP for the five Trading Days prior to the Conversion Date. Subject to the Beneficial Ownership Limitation, at any time during the period commencing on the date of the occurrence of a Triggering Event and ending on the date of the cure of such Triggering Event (the “Triggering Event Period”), a Holder may, at such Holder’s option, by delivery of a conversion notice to the Company to convert all, or any number of Series E (such conversion amount of the Series E to be converted pursuant to this Section 6(b) (the “Triggering Event Conversion Amount”), into shares of Common Stock at the Triggering Event Conversion Price. The “Triggering Event Conversion Amount” means 125 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”), or failing to comply with the reporting requirements of a reporting company under the Exchange Act; (3) suspension from or termination of trading; (4) failure to reserve sufficient shares of Common Stock (after cure periods and subject to certain extensions); (5) various insolvency proceedings (subject to certain carveouts); (6) material breach of the Series E Offerings transaction documents; and (7) failure to comply with conversion of any Series E shares when requested by the holder thereof. If and whenever on or after the Initial Issuance Date but not after two years from the Original Issuance Date, the Company issues or sells, or is deemed to have issued or sold, additional shares of common stock, options, warrants of convertible instruments, other than an Exempt Issuance, for a consideration per share (the “Base Share Price”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is reflected to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the conversion price then in effect shall be reduced to an amount equal to the Base Share Price. From and after the Original Issuance Date, cumulative dividends on each share of Series E shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6 165,319 161,092 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) On a pari passu basis with the holders of Series D Convertible Preferred Stock that was issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series E is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of Common Stock on an as-converted to Common Stock basis. Until the date that such Series E shareholder no longer owns at least 50% of the Series E, the holders of Series E have the right to participate, pro rata, in each subsequent financing in an amount up to 25% of the total proceeds of such financing on the same terms, conditions and price otherwise available in such subsequent financing. A holder of Series E may not convert any shares of Series E into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series E COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Amended Series E COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company 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 In connection with the Series E Offerings, the Company entered into Registration Rights Agreements (the “Series E Registration Rights Agreements”) pursuant to which the Company agreed to file a registration statement on Form S-1 to register the resale of the shares of Common Stock issuable to the Investors upon conversion of the Series E Preferred Stock and exercise of the Warrants. Pursuant to the Series E Registration Rights Agreements, if a registration statement registering for resale all of the shares of common stock issuable under Series E Convertible Preferred Stock and Warrants (i) is not filed with the Commission by the Company within 30 days of the closing dates or any other registration statement, (ii) is not declared effective by the Commission by the Effectiveness Date of the initial registration statement (90 days following the closing date) or any other registration statement, or (iii) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all registrable securities included in such registration statement for more than 30 calendar days during any 12-month period (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs, being referred to as “Event Date”), then, in addition to any other rights the Holders may have under the Series E Registration Rights Agreements or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company is obligated to pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid by such Holder pursuant to the Series E Purchase Agreement, during which such Event continues uncured. Also pursuant to the Series E Registration Rights Agreements, the partial liquidated damages provisions summarized above apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The Company did not file its initial registration statement within 30 days of the closing date of certain of the Registration Rights Agreements (the “Filing Events”) and such registration statement was not declared effective by the Commission by the Effectiveness Date of certain of the Registration Rights Agreements (the “Effectiveness Events”). The Company filed a registration statement on Form S-1 for the shares of Common Stock issuable to the Investors upon conversion of the Series E Preferred Stock and exercise of the Warrants (the “S-1 Registration Statement”) on April 22, 2021 (the “Filing Date”), which was declared effective by the Commission on May 5, 2021 (the “Effective Date”). The filing of the S-1 Registration Statement cured the Filing Events as of the Filing Date. The declaration of effectiveness of the S-1 Registration Statement cured the Effectiveness Events as of the Effective Date. 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% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series E preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series E preferred stock is classified as permanent equity. The Company concluded that the Series E Preferred Stock represented an equity host and, therefore, the redemption feature of the Series E Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series E Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series E Preferred Stock were not considered an embedded derivative that required bifurcation. During the three months ended March 31, 2022, the Company issued 75,000,000 19,947 Series G preferred shares On December 28, 2021, the Company’s Board of Directors (the “Board”) filed the Certificate of Designation of Preferences, Rights and Limitations of Series G Convertible Preferred Stock (the “Series G COD”) with the Secretary of State of the State of Nevada designating 1,000,000 10.00 ● Each holder of Series G has the right to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series G held by such holder are convertible as of the applicable record date. ● Unless prohibited by Nevada law governing distributions to stockholders, for a period of one-year beginning with the Original Issuance Date, as defined, the Corporation shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series G) at a price equal to 115 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series G being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series G an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series G converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Series G Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”), subject to beneficial ownership limitations 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”) less than a price equal to the Conversion Price in effect immediately prior to such issuance or sale or deemed issuance or sale (such Conversion Price then in effect is reflected to herein as the “Applicable Price”) (the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the conversion price then in effect shall be reduced to an amount equal to the Base Share Price. From and after the Original Issuance Date, cumulative dividends on each share of Series G shall accrue, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends, on a daily basis in arrears at the rate of 6 434,137 385,009 On a pari passu basis with the holders of Series E Convertible Preferred Stock that was issued and outstanding, upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, the Series G is entitled to receive an amount per share equal to the Stated Value and then receive a pro-rata portion of the remaining assets available for distribution to the holders of Common Stock on an as-converted to Common Stock basis. The holders of Series G have the right to participate, pro rata, in each subsequent financing in an amount up to 40 A holder of Series G may not convert any shares of Series G into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series G COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series G COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company. Approval of at least two-thirds of the outstanding Series G is required to: (a) amend or repeal any provision of, or add any provision to, the Company’s Articles of Incorporation or bylaws, or file any Certificate of Designation (however such document is named) or articles of amendment to create any class or any series of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Series G, regardless of whether any such action shall be by means of amendment to the Articles of Incorporation or bylaws or by merger, consolidation or otherwise or filing any Certificate of Designation, but the creation of a new security having rights, preferences or privileges senior to or on parity with the Series G in a future financing will not constitute an amendment, addition, alteration, filing, waiver or repeal for these purposes; (b) increase or decrease (other than by conversion) the authorized number of Series G; (c) issue any Series E or Series D Convertible Preferred Stock, (d) issue any Series G in excess of 1,000,000 On January 25, 2022, the Company entered into Securities Purchase Agreements with investors pursuant to which the Investors agreed to purchase units, severally and not jointly, which consisted of an aggregate of (i) 70,000 70,000,000 1,000 700,000 10.00 70,000 630,000 25,000 25,000,000 1,000 250,000 10.00 25,000 225,000 0.01 19,000,000 0.01 95,000 In connection with the Series G Offerings, the Company entered into Registration Rights Agreements (the “Series G Registration Rights Agreements”) pursuant to which the Company agreed to file a registration statement on Form S-1 to register the resale of the shares of Common Stock issuable to the Investors upon conversion of the Series G Preferred Stock and exercise of the Warrants. Pursuant to the Series G Registration Rights Agreements, if a registration statement registering for resale all of the shares of common stock issuable under Series G Convertible Preferred Stock and Warrants (i) is not filed with the Commission by the Company within 45 days of the closing dates or any other registration statement, (ii) is not declared effective by the Commission by the Effectiveness Date of the initial registration statement (90 days following the closing date) or any other registration statement, or (iii) after the effective date of a registration statement, such registration statement ceases for any reason to remain continuously effective as to all registrable securities included in such registration statement for more than 30 calendar days during any 12-month period (any such failure or breach being referred to as an “Event”, and the date on which such Event occurs, being referred to as “Event Date”), then, in addition to any other rights the Holders may have under the Series G Registration Rights Agreements or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company is obligated to pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to 1% of the purchase price paid by such Holder pursuant to the Series G Purchase Agreement, during which such Event continues uncured. Also pursuant to the Series G Registration Rights Agreements, the partial liquidated damages provisions summarized above apply on a daily pro rata basis for any portion of a month prior to the cure of an Event. The Company filed a registration statement on Form S-1 for the shares of Common Stock issuable to the Investors upon conversion of the Series G Preferred Stock and exercise of the Warrants (the “S-1 Registration Statement”) on January 28, 2022 (the “Filing Date”), which was declared effective by the Commission on May 13, 2022. The filing of the S-1 Registration Statement cured the Filing Events as of the Filing Date. The declaration of effectiveness of the S-1 Registration Statement cured the Effectiveness Events as of the Effective Date. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) These Series G preferred share issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the consolidated balance sheet was appropriate. As per the terms of the Series G preferred stock agreements, the Company shall have the right but not the obligation to redeem all outstanding Series G (and not any part of the Series E) at a price equal to 115% of (i) the Stated Value per share plus (ii) all unpaid dividends thereon. As such, since Series G preferred stock is redeemable upon the occurrence of an event that is within the Company’s control, the Series G preferred stock is classified as permanent equity. The Company concluded that the Series G Preferred Stock represented an equity host and, therefore, the redemption feature of the Series G Preferred Stock was considered to be clearly and closely related to the associated equity host instrument. The redemption features did not meet the net settlement criteria of a derivative and, therefore, were not considered embedded derivatives that required bifurcation. The Company also concluded that the conversion rights under the Series G Preferred Stock were clearly and closely related to the equity host instrument. Accordingly, the conversion rights feature on the Series G Preferred Stock were not considered an embedded derivative that required bifurcation. In connection with issuance of the Series G, during the three months ended March 31, 2022, the Company paid the placement agent cash of $ 95,000 19,000,000 0.01 95,000 During the three months ended March 31, 2023, the Company issued 43,684,680 29,000 20,056 Series H preferred shares On September 20, 2022, the Company’s Board of Directors (the “Board”) Board filed the Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Preferred Stock (the “Series H COD”) with the Secretary of State of the State of Nevada designating 35,000 ● Each holder of Series H shall have no voting rights. ● Each share of Series H shall be convertible into 10,000 The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series H held by the Holder. The Holder and the Company, by mutual consent, may increase or decrease the Beneficial Ownership Limitation provisions of the Series H COD, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series H held by the Holder. ● Upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Series H preferred stock shall be entitled to receive out of assets of the Company legally available therefor the same amount that a holder of the Company’s common stock would receive on an as-converted basis (without regard to the beneficial ownership limitation or any other conversion limitations hereunder). The right of a Series H Holder to receive such payment shall be preferential to the right of holders of common stock but shall be subordinate to the rights of the holder of any other series of preferred stock of the Company. In connection with the acquisitions of Freight Connections, on September 16, 2022, the Company issued 32,374 1,910,066 0.0059 Common stock Shares issued in connection with conversion of Series E preferred shares On January 19, 2022, the Company issued 75,000,000 19,947 Shares issued in connection with conversion of Series G preferred shares During the three months ended March 31, 2023, the Company issued 43,684,680 29,000 20,056 Shares issued upon exercise of warrants During the three months ended March 31, 2022, the Company issued 24,571,429 245,714 24,571,429 0.01 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Shares issued for compensation On March 11, 2022, pursuant to an employment agreement with the Company’s chief executive officer dated January 4, 2022, the Company’s Board of Directors granted the chief executive officer 122,126,433 1,343,391 0.011 30,531,608 30,531,608 1,343,391 On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to three independent members of the Company’s board of directors for an aggregate of 5,454,546 60,000 0.011 1,363,636.50 1,363,636.50 60,000 On March 11, 2022 and effective January 4, 2022, the Company agreed to grant restricted stock awards to the Company’s chief financial officer for 11,363,636 125,000 0.011 2,840,909 2,840,909 125,000 On January 3, 2023, the Company’s Board of Directors granted the chief operating officer 21,634,615 90,865 0.0042 5,408,653 5,408,654 90,865 During the three months ended March 31, 2023 and 2022, aggregate accretion of stock-based compensation expense on the above granted shares amounted to $ 117,292 586,133 391,821 2 On March 11, 2022, the Company agreed to grant restricted stock awards to the Company’s former chief executive officer and current member of the Company’s board of directors for 22,727,273 250,000 0.011 250,000 250,000 The following table summarizes activity related to non-vested shares: SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES Number of Weighted Non-vested, December 31, 2022 91,594,824 $ 0.011 Granted 21,634,615 0.004 Shares vested (35,940,262 ) (0.010 ) Non-vested, March 31, 2023 77,289,177 $ 0.009 Warrants Warrants issued and exercised in connection with Series E preferred shares During the three months ended March 31, 2022, the Company issued 24,571,429 245,714 24,571,429 0.01 Warrants issued in connection with Series G preferred shares In connection with the sale of Series G preferred shares, during the three months ended March 31, 2022, the Company issued warrants to purchase 95,000,000 0.01 19,000,000 0.01 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Warrant activities for the three months ended March 31, 2023 are summarized as follows: SUMMARY OF WARRANT ACTIVITES Number of Shares Weighted Weighted Average Aggregate Balance Outstanding December 31, 2022 1,258,008,109 $ 0.014 3.80 $ 0 Granted - - - - Balance Outstanding March 31, 2023 1,258,008,109 $ 0.014 3.55 $ 0 Exercisable, March 31, 2023 1,258,008,109 $ 0.014 3.55 $ 0 Stock options Stock option activities for the three months ended March 31, 2023 are summarized as follows: SUMMARY OF STOCK OPTION ACTIVITIES Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Balance Outstanding December 31, 2022 80,000 $ 8.85 1.33 $ - Granted/Cancelled - - - - Balance Outstanding March 31, 2023 80,000 $ 8.85 1.08 $ - Exercisable, March 31, 2023 80,000 $ 8.85 1.08 $ -

ASSIGNMENT FOR THE BENEFIT OF C

ASSIGNMENT FOR THE BENEFIT OF CREDITORS	3 Months Ended
	Mar. 31, 2023
Assignment For Benefit Of Creditors
ASSIGNMENT FOR THE BENEFIT OF CREDITORS	NOTE 9 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS On August 19, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed Deeds of Assignments for the Benefit of Creditors in the State of New Jersey pursuant to N.J.S.A. §2A:19-1, et seq. (the “ABC Statute”), assigning all Prime EFS and Shypdirect assets to Terri Jane Freedman as Assignee for the Benefit of Creditors (the “Assignee”) and filing for dissolution. An “Assignment for the Benefit of Creditors,” “general assignment” or “ABC” in New Jersey is a state-law, voluntary, judicially-supervised corporate liquidation and unwinding similar to the Chapter 7 bankruptcy process found in the United States Bankruptcy Code. In the subject ABC, the debtor companies, here Prime EFS and Shypdirect, together referred to as the “assignors”, executed Deeds of Assignment, assigning all of their assets to an Assignee chosen by the Company, who acts as a fiduciary similar to a Chapter 7 trustee in bankruptcy. Due to the termination of their respective agreements with Amazon, Prime EFS and Shypdirect became insolvent and unable to pay their debts when they became due. Accordingly, the Company deemed it to be desirable and in the best interest of Prime EFS and Shypdirect and its creditors to make an assignment of all of Prime EFS and Shypdirect’s assets for the benefit of the Prime EFS and Shypdirect’s creditors in accordance with the ABC Statute. On September 7, 2021, the ABC’s were filed with the Bergen County Clerk in Bergen County, New Jersey and filed with the Bergen County Surrogate Court, initiating a judicial proceeding. The Assignee has been charged with liquidating the assets for the benefit of the Prime EFS and Shypdirect creditors pursuant to the provisions of the ABC Statute. The Company’s results of operations for the year ended December 31, 2021 include the results of Prime EFS and Shypdirect prior to the September 7, 2021 filing of the executed Deeds of Assignment for the Benefit of Creditors with the State of New Jersey. As a result of Prime EFS and Shypdirect’s filing of the executed Deeds of Assignment for the Benefit of Creditors on September 7, 2021, the Assignee assumed all authority to manage Prime EFS or Shypdirect. Additionally, Prime EFS and Shypdirect no longer conduct any business and are not permitted by the Assignee and ABC Statute to conduct any business. For these reasons, effective September 7, 2021, the Company relinquished control of Prime EFS and Shypdirect. Further, on October 13, 2021, Prime EFS and Shypdirect filed for dissolution with the Secretary of State of New Jersey. Therefore, the Company deconsolidated Prime EFS and Shypdirect effective with the filing of executed Deeds of Assignment for the Benefit of Creditors in September 2021. The Company has been advised that the Assignee anticipates that she will be able to conclude her work, make final distributions to creditors, and close out the estates of Prime EFS and Shypdirect on or before June 30, 2023. In connection with the finalization of the ABC, the Assignee has demanded a one-time payment of $ 200,000 200,000 200,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES Legal matters From time to time, we may be involved in litigation or received claims arising out of our operations in the normal course of business. Other than discussed below, we are not currently a party to any other legal proceeding or are aware of claims that we believe would, if decided adversely, have a material adverse effect on our business, financial condition, or operating results. We also disclose any recent settlements and accruals taken in connection therewith, whether material or not. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Bellridge Capital, L.P. v. TLSS and Mercadante On September 11, 2020, a prior lender to the Company, Bellridge Capital, L.P., filed a civil action against TLSS and others in the United States District Court for the Southern District of New York. The case was assigned Case No. 20-cv-7485. After discontinuing the foregoing federal action voluntarily and without prejudice, on April 23, 2021, Bellridge filed a substantially similar civil action in New York Supreme Court, New York County, which was assigned index number 652728/2021. On April 29, 2022, all parties to the Bellridge State Court Action agreed to settle the case and exchange mutual general releases for a cash payment by the Company to Bellridge of $ 250,000 700,000 227,811 SCS, LLC v. TLSS On January 14, 2021, a former financial consultant to the Company, SCS, LLC, filed an action against the Company in the Circuit Court of the 15 th In this action, SCS alleges that it entered into a renewable six-month consulting agreement with the Company dated September 5, 2019 and that the Company failed to make certain monthly payments due thereunder for the months of October 2019 through March 2020, summing to $ 42,000 On February 9, 2021, the Company filed its answer, defenses and counterclaims in this action. Among other things, the Company avers that SCS’s claims are barred by its unclean hands and other inequitable conduct, including breach of its duties (i) to maintain the confidentiality of information provided to SCS and (ii) to work only in furtherance of the Company’s interests, not in furtherance of SCS’s own, and conflicting, interests. The Company also avers, in its counterclaims, that SLS owes the Company damages in excess of the $ 42,000 A two-day non-jury trial was held in this action in Palm Beach County, Florida, on April 20-21, 2022. However, at the end of the second day a mistrial was declared because SCS had not withdrawn its motion to strike and answered the counterclaims. Since the mistrial, there have been no further filings or proceedings in this case. The Company believes it has substantial defenses to all claims alleged in SCS’s complaint. The Company therefore intends to defend this case vigorously. Because there have been no further filings or proceedings on this case since April 2022, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. However, the demand remains $ 42,000 Shareholder Derivative Action On June 25, 2020, the Company was served with a putative shareholder derivative action filed in the Circuit Court of the 15 th The plaintiff in this action, SCS, alleges it is a limited liability company formed by a former chief executive officer and director of the Company, Lawrence Sands. The complaint alleges that between April 2019 and June 2020, the immediately prior chairman and chief executive officer of the Company, Mercadante, the former chief development officer of the Company, Cerny, and, since February 2020, the Company’s then restructuring consultant who is now chairman and chief executive officer of the Company, Giordano, breached fiduciary duties owed to the Company. Prior to becoming CEO, Giordano rendered his services to the Company through the final named defendant in the action, Ascentaur LLC. Briefly, the complaint alleges that Mercadante breached duties to the Company by, among other things, requesting, in mid-2019, that certain preferred equity holders, including SCS, convert their preferred shares into Company Common Stock in order to facilitate an equity offering by the Company and then not consummating that offering. The complaint also alleges that Mercadante and Cerny caused the Company to engage in purportedly wasteful and unnecessary transactions such as taking merchant cash advances (MCA) on disadvantageous terms. The complaint further alleges that Mercadante and Cerny “issued themselves over two million shares of common stock without consideration.” The complaint seeks unspecified compensatory and punitive damages on behalf of the Company for breach of fiduciary duty, negligent breach of fiduciary duty, constructive fraud, and civil conspiracy and the appointment of a receiver or custodian for the Company. Company management tendered the complaint to the Company’s directors’ and officers’ liability carrier for defense and indemnity purposes, which coverage is subject to a $ 250,000 By order dated and issued September 15, 2022, the Circuit Judge assigned to this case dismissed the original Complaint in the matter, finding (a) that SCS had failed to adequately allege it has standing and (b) that the complaint fails to adequately allege a cognizable claim. The dismissal was without prejudice, meaning SCS could attempt to replead its claims. On October 5, 2022, SCS filed an Amended Complaint in this action. By order dated and issued December 19, 2022, the Circuit Judge assigned to this case once again dismissed the case, finding (a) that SCS still failed to adequately allege it has standing and (b) that the complaint still fails to adequately allege a cognizable claim. Once again, however, the dismissal was without prejudice. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) On January 18, 2023, SCS filed a Second Amended Complaint in this action. All defendants once again moved to dismiss the pleading or in the alternative for summary judgment on it in their favor. The Court heard argument on that motion on March 9, 2023. As of this writing, the parties are awaiting a ruling by the Court on the motion. While they hope to prevail on the March 9, 2023, motion, win or lose, defendants in this action advise that they believe the action to be frivolous (a position with which we agree) and intend to mount a vigorous defense to this action. Owing to the fact that no discovery has occurred in the case, however, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. In a derivative case, any recovery is to be paid to the corporation; however, the individual defendants in this case are fully indemnified by the Company unless a final judgment is entered against them for deliberate or intentional misconduct. Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al. On August 4, 2020, an action was filed against Shypdirect, Prime EFS and others in the Superior Court of New Jersey for Bergen County captioned Jose R. Mercedes-Mejia v. Shypdirect LLC, Prime EFS LLC et al In this action, the plaintiff seeks reimbursement of his medical expenses and damages for personal injuries following an accident with a box truck leased by Prime EFS and subleased to Shypdirect and being driven by a Prime EFS employee, in which the plaintiff’s ankle was injured. Plaintiff has thus far transmitted medical bills exceeding $ 789,000 inter alia 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 an action in the Supreme Court, State of New York, Suffolk County (the “Suffolk County Action”), seeking defense and indemnity for this claim from the insurance brokerage, TCE/Acrisure LLC, which sold the County Hall insurance policy to Shypdirect. 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 – TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. In the claim against TLSS, Plaintiff seeks to “pierce the corporate veil” and hold TLSS responsible for the alleged liabilities of Prime and/or Shypdirect as the supposed alter ego of these subsidiaries. In the claims against Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc., Plaintiff seeks to hold these entities responsible for the alleged liabilities of Prime and/or Shypdirect on a successor liability theory. On September 16, 2021, each of these entities filed papers in opposition to this motion. On September 24, 2021, the Court granted Plaintiff’s motion for leave to amend the complaint, thus adding TLSS, Shyp CX, Inc., Shyp FX, Inc. and Cougar Express, Inc. as Defendants. On October 22, 2021, Acrisure stipulated to consolidate the Suffolk County Action into and with the Bergen County action. On November 22, 2021, all Defendants filed their Answer to the First Amended Complaint. On November 3, 2021, Prime EFS and Shypdirect refiled their Third-Party Complaint against TCI/Acrisure in the Bergen County action. On December 23, 2021, Acrisure filed its Answer to the Third-Party Complaint, denying its material allegations. On March 2, 2022, Plaintiff sought and was granted leave to file a Second Amended Complaint, bringing claims against Prime and Shypdirect’s vehicle liability carrier, County Hall (for discovery) as well as the producing broker, TCE/Acrisure. Plaintiff also asserted additional alter ego allegations against TLSS. On February 15, 2023, Plaintiff filed a motion for leave to file a Third Amended Complaint in this action, seeking to assert claims against TLSS’s former CEO, John Mercadante, also on a “pierce the corporate veil” theory. On March 9, 2023, TLSS, Prime and Shypdirect opposed the motion for leave to add Mercadante, arguing that any claim against Mercadante would be both futile and time-barred. On March 31, 2023, the Court denied Plaintiff’s motion to add Mr. Mercadante as a party. In January and February 2023, numerous depositions were taken in the case, including those of Messrs. Giordano and Mercadante. Under the currently operative pre-trial order, entered October 4, 2022, all discovery in this case must be concluded by June 30, 2023. However, it appears likely that the discovery cutoff will be extended beyond June 30, 2023. Under New Jersey law, it is well established that a corporation is a separate entity from its shareholder(s) and a primary reason for incorporation is the insulation of shareholders from the liabilities of the corporate enterprise. The New Jersey Supreme Court in Richard A. Pulaski Const. Co. v. Air Frame Hangars, Inc. The limitations placed on a claimant’s ability to reach behind a corporate structure are intentional, as “[t]he purpose of the doctrine of piercing the corporate veil is to prevent an independent corporation from being used to defeat the ends of justice, to perpetrate fraud, to accomplish a crime, or otherwise to evade the law[.]” (citations omitted). Hence, to invoke that form of relief, “the party seeking an exception to the fundamental principle that a corporation is a separate entity from its principal bears the burden of proving that the court should disregard the corporate entity.”. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) The purpose of piercing the corporate veil is thus to prevent an independent corporation from being used to defeat the ends of justice, perpetrate fraud, to accomplish a crime, or otherwise to evade the law. To pierce the corporate veil and impute alter ego liability on TLSS for the alleged torts of Prime, Shypdirect and/or their agents, employees and servants, the Plaintiff herein would have to establish: (1) that Prime and Shypdirect were “utterly dominated” by TLSS and (2) that respecting the separate corporate existences of the subsidiaries would perpetrate a fraud or injustice, or otherwise circumvent the law. FDASmart, Inc. v. Dishman Pharmaceuticals and Chemicals, Ltd., et al. To determine whether the first element has been satisfied, courts consider whether the parent company so dominated the subsidiary that the latter had no separate existence but was merely a conduit for the parent. In considering the level of dominance exercised by the parent over the subsidiary, the court will consider factors such as common ownership, financial dependency, interference with a subsidiary’s selection of personnel, disregard of corporate formalities, and control over a subsidiary’s marketing and operational policies. To date, to the best of the undersigned’s knowledge, information and belief, no discovery has been taken in this action which would permit the imposition of alter ego liability on TLSS for the subject accident. To date, to the best of the undersigned’s knowledge, information and belief, no discovery has been taken in this action which would permit the imposition of successor liability on Shyp CX, Inc., Shyp FX, Inc. and/or Cougar Express, Inc. for the subject accident. Under a so-called MCS-90 reimbursement endorsement to the County Hall policy, TLSS believes that Prime and Shypdirect may have up to $750,000 in coverage under a 1980 federal law under which County Hall is “require[d] to pay damages for certain claims or ‘suits’ that are not covered by the policy.” ( See TLSS intends to vigorously defend itself in this action and to pursue the third-party actions, in the name and right of Prime and Shypdirect, against both County Hall and TCE/ Acrisure. However, owing to the early stage of this heavily litigated action, we cannot evaluate the likelihood of an adverse outcome or estimate the Company’s liability, if any, in connection with this claim. Maria Lugo v. JFK Cartage The Company’s JFK Cartage, Inc. subsidiary is one of three (3) defendants in an action captioned Maria Lugo v. JFK Cartage, Inc. d/b/a Fifth Dimension Logistix, Joan Ton, individually, and Chris Bartley, individually In this action, which was filed March 4, 2022, a former employee of JFK Cartage alleges that she suffered discrimination and retaliation in violation of the New York City Human Rights Law and the New York State Human Rights Law. The former employee alleges that on December 28, 2021, she had Covid-19 symptoms, advised the defendants she was feeling ill and went home early to take a home test. She further alleges that on December 30, 2021, she tested positive for Covid-19 and informed defendants she had to isolate for ten (10) days. Plaintiff alleges that she returned to work on January 7, 2022, but that her employment was terminated later that day by defendant Bartley who “questioned the authenticity of the at-home test, accusing her of fraud.” Plaintiff claims her employment “was terminated due to her disability (a Covid-19 infection) and in retaliation for her requesting reasonable accommodation for the illness she suffered.” She seeks unspecified compensatory damages, including lost pay and benefits, punitive damages and attorneys’ fees. On December 16, 2022, all defendants filed an answer and affirmative defenses, denying all claims for statutory violations. The case is currently in discovery. The conduct alleged in the complaint occurred prior to the Company’s July 31, 2022, acquisition of JFK Cartage, Inc. The Company believes that, in relation to this action, it has a right to full indemnification from the selling stockholder (including for attorneys’ fees) as well as set-off rights against notes payable to the selling stockholder. Owing to (among other things) the fact that discovery in this action has just begun, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, nor is it possible to estimate the amount or range of any potential loss in the matter. Elaine Pryor v. Rocio Perez, et al The Company’s Freight Connections, Inc. subsidiary (“FCI”) was one of three (3) named defendants in an action captioned Elaine Pryor v. Rocio Perez, North Trucking & Logistics, LLC and Freight Connections, Inc. In this action, which was filed in 2018, plaintiff alleges that on February 1, 2017, she suffered personal injuries in a collision between her motor vehicle and a truck operated by a then employee of FCI. Plaintiff alleges that the truck was owned by FCI and leased to North Trucking & Logistics at the time. At present, there are two other actions pending related to insurance coverage for the accident. They are Acceptance Indemnity Insurance Company v. Freight Connections, LLC New Jersey Manufacturers Insurance Company, as subrogee of Elaine Pryor v. Acceptance Indemnity Insurance Company Pryor TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) In an opinion issued November 16, 2022, the court denied all parties’ motions for summary judgment on the insurance coverage issues. The conduct alleged in the Pryor On May 8, 2023, the Court in the Elaine Pryor Owing to the May 8, 2023 Order, the Company does not believe that it can be adjudged liable for any verdict or settlement in the Elaine Pryor Other than discussed above, as of March 31, 2023, and as of the date of this filing, there were no pending or threatened lawsuits that could reasonably be expected to have a material effect on the Company’s results of our operations. Employment agreements On January 3, 2022, the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $ 400,000 122,126,433 On January 3, 2022, the Company retained the services of Mr. James Giordano (no relation to Mr. Sebastian Giordano) as Chief Financial Officer. In addition, Mr. James Giordano is appointed the Company’s Treasurer. Previously, Mr. James Giordano served as Chief Financial Officer and consultant to Freight Connections, Inc., a LTL/line haul transportation services and warehousing provider. Prior to that, he served as Chief Financial Officer for Farren International, a global supplier of transportation and rigging services. Mr. James Giordano’s employment with the Company is at will. He will receive annual compensation of $ 250,000 11,363,636 125,000 0.011 2,840,909 2,840,909 125,000 On July 6, 2022, the Company entered into a definitive Employment Agreement with James Giordano for Mr. Giordano to serve as the Company’s Chief Financial Officer. The term of such Employment agreement is for a period of two and one-half years through December 31, 2025, which term may not be terminated early by the Company except for “cause” as defined in such agreement. Annual base compensation is $ 250,000 125,000 On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connection and Mr. Joseph Corbisiero entered into an employment agreement to act as Freight Connections chief executive officer with a term extending through September 16, 2025, which provides for initial annual compensation of $ 165,000 175,000 200,000 800

RELATED PARTY TRANSACTIONS AND

RELATED PARTY TRANSACTIONS AND BALANCES	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS AND BALANCES	NOTE 11– RELATED PARTY TRANSACTIONS AND BALANCES Due to related parties During the three months March 31, 2023, Freight Connections incurred outside trucking costs with companies owned by the Freight Connections Seller, who is currently Freight Connection’s chief executive officer. In connection with the outside trucking services, Freight Connections recorded aggregate outside trucking expense of $ 770,707 324,551 115,117 Notes payable – related party On September 16, 2022, in connection with the acquisition of Freight Connections, Freight Connections issued a promissory note in the amount of $ 4,544,671 The secured promissory accrues interest at the rate of 5 4,544,671 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)

CONCENTRATIONS

CONCENTRATIONS	3 Months Ended
	Mar. 31, 2023
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 12 – CONCENTRATIONS For the three months ended March 31, 2023, one customer represented approximately 17.0 71.7 22.2 20.2 18.1 11.2 On March 31, 2023, one customer represented approximately 13.0 46.7 18.2 17.9 10.6 All revenues are derived from customers in the United States.

OPERATING AND FINANCING LEASE R

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

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 – SUBSEQUENT EVENTS Credit Facility – Related Parties On April 14, 2023, the Company’s Board of Directors approved a credit facility (the “Credit Facility”) under which the Company would obtain unsecured senior debt financing of up to $ 1,000,000 12 a) $ 500,000 100,000 Chief Executive Officer, President, and Chairman of the Board of Directors.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Basis of presentation and principles of consolidation	Basis of presentation and principles of consolidation The unaudited 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 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 consolidated financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2022 and notes thereto included in the Company’s annual report on SEC Form 10-K, filed on March 31, 2023. The Company follows the same accounting policies in the preparation of its annual and interim reports. The results of operations in interim periods are not necessarily an indication of operating results to be expected for the full year. The consolidated financial statements of the Company include the accounts of TLSS and its wholly owned subsidiaries, TLSSA, TLSS-FC, Cougar Express, Shyp FX, Shyp CX, TLSS-STI, JFK Cartage since its acquisition on July 31, 2022, Freight Connection since its acquisition on September 16, 2022, and Severance Trucking since its acquisition on January 31, 2023. All intercompany accounts and transactions have been eliminated in consolidation. References below to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS.
Going concern	Going concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited consolidated financial statements, the Company had a net loss of $ 1,645,916 2,037,231 704,254 809,884 129,256,425 7,748,418
Risks and uncertainties	Risks and uncertainties The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On March 31, 2023, the Company had no cash in bank in excess of FDIC insured levels. On March 12, 2023, Signature Bank, the Company’s financial institution, was closed by its state chartering authority, the New York State Department of Financial Services. On that same date the FDIC was appointed as receiver and transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that is being operated by the FDIC. At the time of closing, the Company had all of its cash at Signature Bank. The Company did not lose access to its accounts or experience interruptions in banking services, and it suffered no losses with respect to its deposits at Signature Bank as a result of the bank’s closure. Normal banking activities resumed on Monday, March 13, 2023. On March 19, 2023 Signature Bridge Bank N.A. was acquired by New York Community Bancorp Inc., which is the parent of Flagship Bank, N.A. The Company is currently looking at additional banking options to ensure that its exposure is limited or reduced to the FDIC protection limits. The COVID-19 pandemic and resulting global disruptions have affected the Company’s businesses, as well as those of the Company’s customers and their third-party suppliers and sellers. To serve the Company’s customers while also providing for the safety of the Company’s employees and service providers, the Company has adapted numerous aspects of its logistics and transportation processes. The Company continues to monitor the rapidly evolving situation and expect to continue to adapt its operations to address federal, state, and local standards as well as to implement standards or processes that the Company determines to be in the best interests of its employees, customers, and communities. The impact of the pandemic and actions taken in response to it had some effects on the Company’s results of operations. Effects include increased fulfilment costs and cost of sales, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. The Company continues to be affected by possible procurement and shipping delays, supply chain interruptions, 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 2023, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect the Company’s results of operations. The Company plans on diversifying is bank and financial institution deposits to other banks to mitigate such risk. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)
Use of estimates	Use of estimates The preparation of the 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 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, and the value of claims against the Company.
Fair value of financial instruments	Fair value of financial instruments The Financial Accounting Standards Board (“FASB”) issued ASC 820 — Fair Value Measurements and Disclosures, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on March 31, 2023. Accordingly, the estimates presented in these consolidated financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. ● Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. ● Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. The Company measures certain financial instruments at fair value on a recurring basis. As of March 31, 2023 and December 31, 2022, the Company had no assets and liabilities measured at fair value on a recurring basis. ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, insurance payable, and other payables approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the Company’s promissory note obligations approximate fair value, as the terms of these instruments are consistent with terms available in the market for instruments with similar risk.
Business acquisitions	Business acquisitions The Company accounted for business acquisitions using the acquisition method of accounting where the assets acquired and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in the Company’s consolidated financial statements as of the date of the acquisition.
Cash and cash equivalents	Cash and cash equivalents For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. On March 31, 2023, the Company did not have any cash equivalents.
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 along with general reserves for current accounts receivable that are projected to become uncollectable. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)
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 one twenty
Goodwill and other intangible assets	Goodwill and other intangible assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges. The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods. Goodwill represents the excess of the purchase price paid over the fair value of the net assets acquired in business acquisitions. Goodwill is subject to impairment tests at least annually. The Company reviews the carrying amounts of goodwill by reporting unit at least annually, or when indicators of impairment are present, to determine if goodwill may be impaired. The Company includes assumptions about the expected future operating performance as part of a discounted cash flow analysis to estimate fair value. If the carrying value of these assets is not recoverable, based on the discounted cash flow analysis, management compares the fair value of the assets to the carrying value. Goodwill is considered impaired if the recorded value exceeds the fair value. The Company may first assess qualitative factors to determine whether it is more likely than not Other intangibles, net consists of covenants not to compete and customer relationships. All intangible assets determined to have finite lives are amortized over their estimated useful lives. The useful life of an intangible asset is the period over which the asset is expected to contribute directly or indirectly to future cash flows. The Company periodically evaluates both finite and indefinite lived intangible assets for impairment upon occurrence of events or changes in circumstances that indicate the carrying amount of intangible assets may not be recoverable. See Note 6 for additional information regarding intangible assets and goodwill.
Leases	Leases On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842). The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606. The Company applied the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether it obtains the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the consolidated statements of operations.
Impairment of long-lived assets	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 three months ended March 31, 2023 and 2022, the Company believes that it operates in one operating segment related to its full suite of logistics and transportation services, specializing in last mile deliveries, two-person home and commercial deliveries, mid-mile, and long-haul services. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)
Revenue recognition and cost of revenue	Revenue recognition and cost of revenue The Company adopted Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASC is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASC also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer service orders, including significant judgments. The Company recognizes revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, the Company recognizes revenue on a gross basis. Our payment terms are generally net 30 days from acceptance of delivery. The Company does not incur incremental costs obtaining service orders from its customers, however, if the Company did, because all 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 freight on behalf of the Company’s customers. Primarily, the Company’s performance obligations under these service orders correspond to each delivery of freight that the Company makes under the service agreements. Control of the freight transfers to the recipient upon delivery. Once this occurs, the Company has satisfied its performance obligation and the Company recognizes revenue. The Company covers a 100-mile radius around each of its terminals and each individual shipment accepted by the Company is considered a separate contract with the performance obligation being the delivery of the freight. Our average length of haul for each load of freight generally equals less than one week of continuous transit time. The Company’s revenues are primarily derived from the transportation services we provide through the delivery of goods over the duration of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability is probable this document serves as the contract as our basis to recognized revenue under ASC 606- Revenue Recognition. The Company has elected to expense initial direct costs as incurred because the average shipment cycle is less than five days. The Company recognizes revenue and substantially all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. The Company directs the use of the transportation service provided and remains responsible for the complete and proper shipment. The Company recognizes revenue for its performance obligations under its customer contracts over time, as its customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition. Inherent within the Company’s revenue recognition practices are estimates for revenue associated with shipments in transit. For shipments in transit, the Company records revenue based on the percentage of service completed as of the period end and recognizes delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle each shipment is in relation to standard transit days. The estimated portion of revenue for all shipments in transit is accumulated at period end and recognized as operating revenue. The significance of in transit shipments to the consolidated financial statements is limited due to the short duration, generally less than five days, of the average shipment cycle. On March 31, 2023 and 2022, any reductions to operating revenue and accounts receivable to reflect in transit shipments were insignificant. Revenue generated from warehousing services is generally recognized as the service is performed, based upon a monthly or weekly rate.
Stock-based compensation	Stock-based compensation Stock-based compensation is accounted for based on the requirements of ASC 718 – “Compensation – Stock Compensation”, which requires recognition in the financial statements of the cost of employee, director, and non-employee services received in exchange for an award of equity instruments over the period the employee, director, or non-employee is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee, director, and non-employee services received in exchange for an award based on the grant-date fair value of the award. The Company has elected to recognize forfeitures as they occur as permitted under ASU 2016-09 Improvements to Employee Share-Based Payment.
Basic and diluted loss per share	Basic and diluted loss per share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net 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 Series E, G and H preferred shares (using the as-if converted method). These common stock equivalents may be dilutive in the future. Potentially dilutive common shares were excluded from the computation of diluted shares outstanding for the three months ended March 31, 2023 and 2022 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING March 31, 2023 March 31, 2022 Stock warrants 1,258,008,109 1,280,150,966 Stock options 80,000 80,000 Series B convertible preferred stock - 700,000 Series E convertible preferred stock 28,571,600 42,231,772 Series G convertible preferred stock 546,000,000 710,000,000 Series H convertible preferred stock 323,740,000 - Antidilutive securities excluded from computation of earnings per share 2,156,399,709 2,033,162,738 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. The ASU also simplifies the diluted net income per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact of the adoption of the standard on the consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures 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.
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 June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments-Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures 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)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
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 three months ended March 31, 2023 and 2022 as they would have an anti-dilutive impact on the Company’s net losses in that period and consisted of the following: SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING March 31, 2023 March 31, 2022 Stock warrants 1,258,008,109 1,280,150,966 Stock options 80,000 80,000 Series B convertible preferred stock - 700,000 Series E convertible preferred stock 28,571,600 42,231,772 Series G convertible preferred stock 546,000,000 710,000,000 Series H convertible preferred stock 323,740,000 - Antidilutive securities excluded from computation of earnings per share 2,156,399,709 2,033,162,738 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited)

ACQUISITIONS AND DISPOSITION (T

ACQUISITIONS AND DISPOSITION (Tables)	3 Months Ended
	Mar. 31, 2023
Business Acquisition [Line Items]
SCHEDULE OF UNAUDITED PRO FORMA CONSOLIDATION	The following unaudited pro forma consolidated results of operations have been prepared as if the acquisition of JFK Cartage, Freight Connections and Severance Trucking had occurred as of the beginning of the following periods: SCHEDULE OF UNAUDITED PRO FORMA CONSOLIDATION For the Three Months Ended For the Three Months Ended Net Revenues $ 6,356,956 $ 7,879,665 Net Loss $ (1,971,233 ) $ (1,642,570 ) Net Loss Attributable to Common Shareholders $ (2,071,633 ) $ (2,146,282 ) Net Loss per Share $ (0.00 ) $ (0.00 )
2023 Acquisition [Member]
Business Acquisition [Line Items]
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED	SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Severance Trucking Assets acquired: Cash $ 207,471 Accounts receivable 836,886 Prepaid expenses and other assets 25,454 Property and equipment, net 1,186,198 Financing lease right of use assets 457,239 Intangible assets 404,374 Total assets acquired at fair value 3,117,622 Liabilities assumed: Notes payable 23,000 Accounts payable and accrued expenses 376,636 Lease liabilities 457,239 Total liabilities assumed 856,875 Net assets acquired $ 2,260,747 Purchase consideration paid: Cash paid $ 687,808 Promissory note 1,572,939 Total purchase consideration paid $ 2,260,747
2022 Acquisition [Member]
Business Acquisition [Line Items]
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED	SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED JFK Cartage Freight Connections Total Assets acquired: Cash $ 29,280 $ 167,247 $ 196,527 Accounts receivable, net 280,815 1,909,892 2,190,707 Other assets 206,591 428,666 635,257 Property and equipment 44,839 1,296,974 1,341,813 Right of use assets 1,172,972 7,911,622 9,084,594 Other intangible assets 752,025 4,892,931 5,644,956 Goodwill 502,642 1,603,237 2,105,879 Total assets acquired at fair value 2,989,164 18,210,569 21,199,733 Liabilities assumed: Notes payable (515,096 ) (598,886 ) (1,113,982 ) Accounts payable (10,559 ) (422,902 ) (433,461 ) Accrued expenses (187,890 ) (241,842 ) (429,732 ) Lease liabilities (1,172,972 ) (7,911,622 ) (9,084,594 ) Total liabilities assumed (1,886,517 ) (9,175,252 ) (11,061,769 ) Net asset acquired $ 1,102,647 $ 9,035,317 $ 10,137,964 Purchase consideration paid: Cash paid $ 405,712 $ 1,525,000 $ 1,930,712 Notes payable 696,935 4,544,671 5,241,606 Common shares and Series H preferred shares issued - 2,965,646 2,965,646 Total purchase consideration paid $ 1,102,647 $ 9,035,317 $ 10,137,964

ACCOUNTS RECEIVABLE AND NOTE _2

ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE (Tables)	3 Months Ended
	Mar. 31, 2023
Receivables [Abstract]
SCHEDULE OF ACCOUNTS RECEIVABLE	On March 31, 2023 and December 31, 2022, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE March 31, 2023 December 31, 2022 Accounts receivable $ 3,959,109 $ 2,523,778 Allowance for doubtful accounts (597,259 ) (464,452 ) Accounts receivable, net $ 3,361,850 $ 2,059,326

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	On March 31, 2023 and December 31, 2022, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life March 31, 2023 December 31, 2022 Revenue equipment 3 20 $ 2,552,365 $ 1,316,518 Machinery and equipment 1 10 546,533 440,863 Office equipment and furniture 1 3 116,460 106,172 Leasehold improvements 1 3 63,710 22,329 Subtotal 3,279,068 1,885,882 Less: accumulated depreciation (391,455 ) (278,670 ) Property and equipment, net $ 2,887,613 $ 1,607,212

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	On March 31, 2023, intangible assets subject to amortization consisted of the following: SCHEDULE OF INTANGIBLE ASSETS Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets 2023 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets Customer relationships 3 5 $ 3,768,818 $ 377,960 $ 3,390,858 Covenants not to compete 3 5 1,503,487 162,878 1,340,609 Other intangible assets 1 25,000 13,542 11,458 Intangible assets net $ 5,297,305 $ 554,380 $ 4,742,925 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 (Unaudited) On December 31, 2022, intangible assets subject to amortization consisted of the following: Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets 2022 Amortization period (years) Gross Amount Accumulated Amortization Net finite intangible assets Customer relationships 3 5 $ 3,364,444 $ 196,259 $ 3,168,185 Covenants not to compete 3 5 1,503,487 87,703 1,415,784 Other intangible assets 1 25,000 7,292 17,708 Intangible assets net $ 4,892,931 $ 291,254 $ 4,601,677
SCHEDULE OF GOODWILL	On March 31, 2023 and December 31, 2022, goodwill consisted of the following: SCHEDULE OF GOODWILL Useful life March 31, 2023 December 31, 2022 Goodwill (1) - $ 2,105,879 $ 2,105,879 Goodwill Total $ 2,105,879 $ 2,105,879 (1) $ 502,642
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 March 31: Amount 2024 $ 1,065,919 2025 1,054,461 2026 1,054,461 2027 1,054,461 2028 513,623 Total $ 4,742,925

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2023
Notes Payable
SCHEDULE OF NOTES PAYABLE	On March 31, 2023 and December 31, 2022, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE March 31, 2023 December 31, 2022 Principal amounts $ 7,518,943 $ 5,784,577 Less: current portion of notes payable (6,035,877 ) (4,953,078 ) Notes payable – long-term $ 1,483,066 $ 831,499
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE	As of March 31, 2023, future maturities of notes payable is as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE Year ending March 31: Amount 2024 $ 6,035,877 2025 961,592 2026 379,874 2027 99,592 2028 42,008 Total $ 7,518,943

SHAREHOLDERS_ EQUITY (Tables)

SHAREHOLDERS’ EQUITY (Tables)	3 Months Ended
	Mar. 31, 2023
Equity [Abstract]
SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES	The following table summarizes activity related to non-vested shares: SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES Number of Weighted Non-vested, December 31, 2022 91,594,824 $ 0.011 Granted 21,634,615 0.004 Shares vested (35,940,262 ) (0.010 ) Non-vested, March 31, 2023 77,289,177 $ 0.009
SUMMARY OF WARRANT ACTIVITES	Warrant activities for the three months ended March 31, 2023 are summarized as follows: SUMMARY OF WARRANT ACTIVITES Number of Shares Weighted Weighted Average Aggregate Balance Outstanding December 31, 2022 1,258,008,109 $ 0.014 3.80 $ 0 Granted - - - - Balance Outstanding March 31, 2023 1,258,008,109 $ 0.014 3.55 $ 0 Exercisable, March 31, 2023 1,258,008,109 $ 0.014 3.55 $ 0
SUMMARY OF STOCK OPTION ACTIVITIES	Stock option activities for the three months ended March 31, 2023 are summarized as follows: SUMMARY OF STOCK OPTION ACTIVITIES Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Balance Outstanding December 31, 2022 80,000 $ 8.85 1.33 $ - Granted/Cancelled - - - - Balance Outstanding March 31, 2023 80,000 $ 8.85 1.08 $ - Exercisable, March 31, 2023 80,000 $ 8.85 1.08 $ -

OPERATING AND FINANCING LEASE_2

OPERATING AND FINANCING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING AND FINANCING LEASE LIABILITIES (Tables)	3 Months Ended
	Mar. 31, 2023
Operating And Financing Lease Right-of-use Rou Assets And Operating And Financing Lease Liabilities
SCHEDULE OF RIGHT OF USE ASSET	On March 31, 2023 and December 31, 2022, right-of-use asset (“ROU”) is summarized as follows: SCHEDULE OF RIGHT OF USE ASSET March 31, 2023 December 31, 2022 Office leases and equipment right of use assets $ 13,500,093 $ 9,084,594 Less: accumulated amortization (1,349,561 ) (627,511 ) Balance of ROU assets $ 12,150,532 $ 8,457,083
SCHEDULE OF OPERATING LEASE LIABILITY TO ROU ASSET	On March 31, 2023 and December 31, 2022, operating and financing lease liabilities related to the ROU assets are summarized as follows: SCHEDULE OF OPERATING LEASE LIABILITY TO ROU ASSET March 31, 2023 December 31, 2022 Lease liabilities related to office leases and revenue equipment right of use assets $ 12,225,522 $ 8,495,036 Less: current portion of lease liabilities (3,006,297 ) (2,081,099 ) Lease liabilities – long-term $ 9,219,225 $ 6,413,937
SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES	On March 31, 2023, future minimum base lease payments due under non-cancelable operating and financing leases are as follows: SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES Twelve months ended March 31, Amount 2024 $ 3,937,442 2025 3,783,418 2026 3,322,251 2027 2,336,213 2028 995,432 Thereafter 54,786 Total minimum non-cancelable operating lease payments 14,429,542 Less: discount to fair value (2,204,020 ) Total lease liability on March 31, 2023 $ 12,225,522

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) $ in Millions		6 Months Ended	12 Months Ended
	Aug. 04, 2022 ft²	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2023 ft²	Feb. 03, 2023 ft²	Sep. 16, 2022 ft²	Jun. 18, 2018
Restructuring Cost and Reserve [Line Items]
Area of land					16,000	16,000
Prime EFS, LLC [Member]
Restructuring Cost and Reserve [Line Items]
Membership interest percentage								100%
JFK Cartage [Member]
Restructuring Cost and Reserve [Line Items]
Business acquisition effective date	Jul. 31, 2022
Annual revenues | $		$ 2		$ 3.6
Area of land	30,000
Freight Connections [Member]
Restructuring Cost and Reserve [Line Items]
Area of land							200,000
TLSSSTI [Member]
Restructuring Cost and Reserve [Line Items]
Annual revenues | $			$ 13
Area of land						9,000
Severance Trucking [Member]
Restructuring Cost and Reserve [Line Items]
Area of land						18,000
Dracut [Member]
Restructuring Cost and Reserve [Line Items]
Area of land						5,750

SCHEDULE OF POTENTIALLY DILUTIV

SCHEDULE OF POTENTIALLY DILUTIVE SHARES EXCLUDED FROM COMPUTATION OF DILUTED SHARES OUTSTANDING (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	2,156,399,709	2,033,162,738
Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	1,258,008,109	1,280,150,966
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
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
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	28,571,600	42,231,772
Series G Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	546,000,000	710,000,000
Series H Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	323,740,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Net Loss	$ 1,645,916	$ 2,037,231
Net cash used in operations	704,254	$ 809,884
Accumulated deficit	129,256,425		$ 127,510,099
Working capital deficit	$ 7,748,418
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	20 years

SCHEDULE OF FAIR VALUE OF ASSET

SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)			3 Months Ended	12 Months Ended
	Sep. 16, 2022	Aug. 04, 2022	Mar. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Cash				$ 196,527
Accounts receivable, net				2,190,707
Property and equipment				1,341,813
Total assets acquired at fair value				21,199,733
Notes payable				1,113,982
Accounts payable and accrued expenses				433,461
Lease liabilities				9,084,594
Total liabilities assumed				11,061,769
Net asset acquired				10,137,964
Cash paid				1,930,712
Total purchase consideration paid				10,137,964
Other assets				635,257
Right of use assets				9,084,594
Other intangible assets				5,644,956
Goodwill				2,105,879
Notes payable				(1,113,982)
Accounts payable				(433,461)
Accrued expenses				(429,732)
Lease liabilities				(9,084,594)
Total liabilities assumed				(11,061,769)
Notes payable				5,241,606
Common shares and Series H preferred shares issued				2,965,646
Severance Trucking [Member]
Business Acquisition [Line Items]
Cash			$ 207,471
Accounts receivable, net			836,886
Prepaid expenses and other assets			25,454
Property and equipment			1,186,198
Financing lease right of use assets			457,239
Intangible assets			404,374
Total assets acquired at fair value			3,117,622
Notes payable			23,000
Accounts payable and accrued expenses			376,636
Lease liabilities			457,239
Total liabilities assumed			856,875
Net asset acquired			2,260,747
Cash paid			687,808
Promissory note			1,572,939
Total purchase consideration paid			2,260,747
Notes payable			(23,000)
Accounts payable			(376,636)
Lease liabilities			(457,239)
Total liabilities assumed			$ (856,875)
JFK Cartage [Member]
Business Acquisition [Line Items]
Cash				29,280
Accounts receivable, net				280,815
Property and equipment				44,839
Total assets acquired at fair value				2,989,164
Notes payable				515,096
Accounts payable and accrued expenses				10,559
Lease liabilities				1,172,972
Total liabilities assumed				1,886,517
Net asset acquired				1,102,647
Cash paid		$ 405,712		405,712
Promissory note		696,935
Total purchase consideration paid		$ 1,102,647		1,102,647
Other assets				206,591
Right of use assets				1,172,972
Other intangible assets				752,025
Goodwill				502,642
Notes payable				(515,096)
Accounts payable				(10,559)
Accrued expenses				(187,890)
Lease liabilities				(1,172,972)
Total liabilities assumed				(1,886,517)
Notes payable				696,935
Common shares and Series H preferred shares issued
Freight Connections [Member]
Business Acquisition [Line Items]
Cash				167,247
Accounts receivable, net				1,909,892
Property and equipment				1,296,974
Total assets acquired at fair value				18,210,569
Notes payable				598,886
Accounts payable and accrued expenses				422,902
Lease liabilities				7,911,622
Total liabilities assumed				9,175,252
Net asset acquired				9,035,317
Cash paid	$ 1,525,000			1,525,000
Promissory note	$ 4,544,671
Total purchase consideration paid				9,035,317
Other assets				428,666
Right of use assets				7,911,622
Other intangible assets				4,892,931
Goodwill				1,603,237
Notes payable				(598,886)
Accounts payable				(422,902)
Accrued expenses				(241,842)
Lease liabilities				(7,911,622)
Total liabilities assumed				(9,175,252)
Notes payable				4,544,671
Common shares and Series H preferred shares issued				$ 2,965,646

SCHEDULE OF UNAUDITED PRO FORMA

SCHEDULE OF UNAUDITED PRO FORMA CONSOLIDATION (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]
Net Revenues	$ 6,356,956	$ 7,879,665
Net Loss	(1,971,233)	(1,642,570)
Net Loss Attributable to Common Shareholders	$ (2,071,633)	$ (2,146,282)
Net Loss per Share	$ 0	$ 0

ACQUISITIONS AND DISPOSITION (D

ACQUISITIONS AND DISPOSITION (Details Narrative)

3 Months Ended

6 Months Ended

12 Months Ended

Oct. 04, 2022 USD ($)

Sep. 20, 2022 shares

Sep. 16, 2022 USD ($) ft² $ / shares shares

Aug. 04, 2022 USD ($) ft²

Jun. 21, 2022 USD ($)

May 24, 2022 USD ($)

Mar. 31, 2023 USD ($) ft²

Mar. 31, 2022 USD ($)

Jun. 30, 2022 USD ($)

Dec. 31, 2022 USD ($)

Dec. 31, 2021 USD ($)

Mar. 01, 2023

Feb. 03, 2023 ft²

Business Acquisition [Line Items]

Square foot | ft²

16,000

16,000

Notes Payable, Current

$ 6,035,877

$ 4,953,078

Total purchase consideration paid

10,137,964

Cash paid

1,930,712

Gain loss on sale of assets

(720)

Sale of Subsidiary Assets Gain Loss [Member]

Business Acquisition [Line Items]

Gain loss on sale of assets

293,975

Gain loss on sale

720

Shyp FX [Member]

Business Acquisition [Line Items]

Proceeds from sale of assets

$ 748,500

Broker commission

75,000

Other expenses

4,214

Escrow deposit

25,000

Transportation and Other Equipment [Member] | Shyp FX [Member]

Business Acquisition [Line Items]

Proceeds from sale of assets

$ 825,000

Series H Preferred Stock [Member]

Business Acquisition [Line Items]

Total purchase price

$ 1,910,066

Conversion of stock issued | shares

10,000

TLSSSTI [Member]

Business Acquisition [Line Items]

Annual revenues

13,000,000

Square foot | ft²

9,000

Annual revenues

2,250,000

Annual revenues

10,747

Cash

687,808

Notes Payable, Current

$ 1,572,939

[custom:InterestPercentage]

1,200%

Severance Trucking [Member]

Business Acquisition [Line Items]

Square foot | ft²

18,000

Total purchase consideration paid

$ 2,260,747

Cash paid

687,808

Promissory note

$ 1,572,939

Dracut [Member]

Business Acquisition [Line Items]

Square foot | ft²

5,750

JFK Cartage [Member]

Business Acquisition [Line Items]

Annual revenues

$ 2,000,000

$ 3,600,000

Square foot | ft²

30,000

Total purchase consideration paid

$ 1,102,647

1,102,647

Cash paid

405,712

405,712

Promissory note

696,935

Periodic payments

$ 98,448

Periodic interest percetange

5%

25%

10%

Remaining balance

$ 598,487

Annual installments

$ 199,496

SBA loan payable

$ 503,065

Cougar Express, Inc. and JFK Cartage [Member]

Business Acquisition [Line Items]

Total purchase consideration paid

$ 1,700,000

Freight Connections [Member]

Business Acquisition [Line Items]

Square foot | ft²

200,000

Total purchase consideration paid

9,035,317

Cash paid

$ 1,525,000

$ 1,525,000

Promissory note

4,544,671

Total purchase price

$ 9,365,000

Shares issued | shares

178,911,844

Conversion of stock issued | shares

323,740,000

Conversion of stock amount

$ 2,965,646

Conversion of stock percentage

4.99%

Accrued liabilities and other notes payable

$ 4,544,671

Total purchase consideration paid

$ 9,035,317

Freight Connections [Member] | Series H Preferred Stock [Member]

Business Acquisition [Line Items]

Shares issued | shares

32,374

Shares price | $ / shares

$ 0.0059

Conversion of stock amount

$ 2,965,646

SCHEDULE OF ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Oct. 31, 2022
Receivables [Abstract]
Accounts receivable	$ 3,959,109	$ 2,523,778	$ 255,000
Allowance for doubtful accounts	(597,259)	(464,452)
Accounts receivable, net	$ 3,361,850	$ 2,059,326	$ 28,333

ACCOUNTS RECEIVABLE AND NOTE _3

ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Oct. 31, 2022
Receivables [Abstract]
Bad debt expense (recovery)	$ 23,273	$ 0
Due from related parties			$ 283,333	$ 283,333
Accounts receivable gross current	3,959,109		2,523,778	255,000
Accounts receivable net current	$ 3,361,850		2,059,326	$ 28,333
Account interest receivable			2,833
Interest income			$ 31,166

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022	Dec. 12, 2022
Property, Plant and Equipment [Line Items]
Subtotal	$ 3,279,068		$ 1,885,882
Less: accumulated depreciation	(391,455)		(278,670)
Property and equipment, net	$ 2,887,613	$ 1,607,212	1,607,212
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	20 years
Revenue Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 2,552,365		1,316,518
Revenue Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Revenue Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	20 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 546,533		440,863
Machinery and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	1 year
Machinery and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	10 years
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 116,460		106,172
Office Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	1 year
Office Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Subtotal	$ 63,710		$ 22,329
Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	1 year
Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jun. 21, 2022
Property, Plant and Equipment [Abstract]
Net book value			$ 257,306
Depreciation expense	$ 112,785	$ 46,333

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 5,297,305	$ 4,892,931
Accumulated Amortization	554,380	291,254
Net finite intangible assets	4,742,925	4,601,677
Customer Relations [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	3,768,818	3,364,444
Accumulated Amortization	377,960	196,259
Net finite intangible assets	$ 3,390,858	$ 3,168,185
Customer Relations [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years	3 years
Customer Relations [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years	5 years
Convenants not to Compete [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 1,503,487	$ 1,503,487
Accumulated Amortization	162,878	87,703
Net finite intangible assets	$ 1,340,609	$ 1,415,784
Convenants not to Compete [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	3 years	3 years
Convenants not to Compete [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets, useful life	5 years	5 years
Other Intangible Assets [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 25,000	$ 25,000
Accumulated Amortization	13,542	7,292
Net finite intangible assets	$ 11,458	$ 17,708
Intangible assets, useful life	1 year	1 year

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) - USD ($)		3 Months Ended	12 Months Ended
		Mar. 31, 2023	Dec. 31, 2021	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill Total	[1]	$ 2,105,879		$ 2,105,879
Goodwill, useful life
[1]$ 502,642

SCHEDULE OF GOODWILL (Details)

SCHEDULE OF GOODWILL (Details) (Parenthetical) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment	$ 502,642	$ 502,642

SCHEDULE OF FUTURE AMORTIZATION

SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 1,065,919
2025	1,054,461
2026	1,054,461
2027	1,054,461
2028	513,623
Total	$ 4,742,925	$ 4,601,677

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 2,105,879		$ 2,105,879
Amortization of intangible assets	263,126	$ 144,810
Severance Trucking [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets current	$ 404,374
Goodwill			404,374
JFK Cartage and Freight Connections [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets current			7,750,835
Goodwill			5,997,598
Increase decrease in intangible assets current			$ 1,753,237

SCHEDULE OF NOTES PAYABLE (Deta

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Less: current portion of notes payable	$ (6,035,877)	$ (4,953,078)
Notes payable – long-term	1,483,066	831,499
Notes Payable [Member]
Short-Term Debt [Line Items]
Principal amounts	7,518,943	5,784,577
Less: current portion of notes payable	(6,035,877)	(4,953,078)
Notes payable – long-term	$ 1,483,066	$ 831,499

SCHEDULE OF FUTURE MATURITIES O

SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE (Details)	Mar. 31, 2023 USD ($)
Notes Payable
2024	$ 6,035,877
2025	961,592
2026	379,874
2027	99,592
2028	42,008
Total	$ 7,518,943

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)

Jan. 31, 2023

Oct. 04, 2022

Sep. 16, 2022

Sep. 16, 2022

Jul. 31, 2022

Mar. 31, 2023

Mar. 01, 2023

Jan. 17, 2023

Dec. 31, 2022

Oct. 31, 2022

Sep. 22, 2022

Aug. 04, 2022

Jul. 07, 2022

Restructuring Cost and Reserve [Line Items]

Merchant loan due

$ 283,333

$ 283,333

Promissory Notes [Member]

Restructuring Cost and Reserve [Line Items]

Notes payable

$ 196,700

$ 61,979

$ 46,416

Sixty Monthly Installments [Member]

Restructuring Cost and Reserve [Line Items]

Convertible debt

4,059

$ 1,019

Forty Monthly Installments [Member]

Restructuring Cost and Reserve [Line Items]

Convertible debt

$ 1,645

JFK Cartage [Member]

Restructuring Cost and Reserve [Line Items]

Remaining balance

$ 598,487

Annual installments

$ 199,496

Debt instrument interest rate

5%

10%

25%

JFK Cartage [Member] | Promissory Notes [Member]

Restructuring Cost and Reserve [Line Items]

Promissory notes

$ 696,935

$ 598,487

598,487

Debt instrument, description

Principal amount of $98,448 is payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022. This amount was paid prior to December 31, 2022. The remaining balance of $598,487 is payable in three annual installments of $199,496, with interest at 5% per annum, payable on July 31, 2023, July 31, 2024 and July 31, 2025, respectively.

Debt principal balance

$ 98,448

Remaining balance

598,487

Annual installments

$ 199,496

Debt instrument interest rate

5%

JFK Cartage [Member] | SBA Loan [Member]

Restructuring Cost and Reserve [Line Items]

Notes and loans payable

$ 500,000

JFK Cartage [Member] | Equipment Notes Payable One [Member]

Restructuring Cost and Reserve [Line Items]

Notes and loans payable

$ 15,096

7,093

9,605

JFK Cartage [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member]

Restructuring Cost and Reserve [Line Items]

Notes and loans payable

40,614

42,424

Freight Connections [Member] | Promissory Notes [Member]

Restructuring Cost and Reserve [Line Items]

Promissory notes

$ 4,544,671

$ 4,544,671

4,544,671

4,544,671

Debt instrument, description

The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner.

The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner.

Debt principal balance

$ 15,612

$ 15,612

Debt instrument interest rate

5%

5%

Freight Connections [Member] | Promissory Notes [Member] | Related Party [Member]

Restructuring Cost and Reserve [Line Items]

Merchant loan due

0

Freight Connections [Member] | Equipment Notes Payable One [Member]

Restructuring Cost and Reserve [Line Items]

Notes and loans payable

$ 583,274

$ 583,274

489,207

533,669

Freight Connections [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member]

Restructuring Cost and Reserve [Line Items]

Notes and loans payable

52,648

$ 55,720

Severance Trucking Sellers [Member] | Promissory Notes [Member]

Restructuring Cost and Reserve [Line Items]

Promissory notes

$ 1,572,939

Debt instrument, description

The secured promissory accrues interest at the rate of 12% per annum. The entire unpaid principal under the note, shall be due and payable in three equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest thereunder, unless paid sooner.

Debt instrument interest rate

12%

Severance Trucking Sellers [Member] | Equipment Notes Payable One [Member]

Restructuring Cost and Reserve [Line Items]

Notes and loans payable

$ 23,000

Severance Trucking Sellers [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member]

Restructuring Cost and Reserve [Line Items]

Notes and loans payable

21,853

Cougar Express [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member]

Restructuring Cost and Reserve [Line Items]

Notes and loans payable

$ 191,431

SUMMARY OF ACTIVITY RELATED TO

SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Equity [Abstract]
Number of Non Vested Shares Beginning | shares	91,594,824
Weighted Average Grant Date Fair Value Beginning | $ / shares	$ 0.011
Number of Non Vested Shares Granted | shares	21,634,615
Weighted Average Grant Date Fair Value Granted | $ / shares	$ 0.004
Number of Non Vested Shares Vested | shares	(35,940,262)
Weighted Average Grant Date Fair Value Shares Vested | $ / shares	$ (0.010)
Number of Non Vested Shares Ending | shares	77,289,177
Weighted Average Grant Date Fair Value Ending | $ / shares	$ 0.009

SUMMARY OF WARRANT ACTIVITES (D

SUMMARY OF WARRANT ACTIVITES (Details) - Warrant [Member]	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants Balance Outstanding Beginning | shares	1,258,008,109
Weighted Average Exercise Price Balance Outstanding Beginning | $ / shares	$ 0.014
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Beginning	3 years 9 months 18 days
Aggregate Intrinsic Value Balance Outstanding Beginning | $	$ 0
Number of Warrants Granted | shares
Weighted Average Exercise Price Granted | $ / shares
Number of Warrants Balance Outstanding Ending | shares	1,258,008,109
Weighted Average Exercise Price Balance Outstanding Ending | $ / shares	$ 0.014
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Ending	3 years 6 months 18 days
Aggregate Intrinsic Value Balance Outstanding Ending | $	$ 0
Number of Warrants Exercisable Ending Balance | shares	1,258,008,109
Weighted Average Exercise Price Exercisable Ending Balance | $ / shares	$ 0.014
Weighted Average Remaining Contractual Term (Years) Exercisable Ending Balance	3 years 6 months 18 days
Aggregate Intrinsic Value Exercisable Ending Balance | $	$ 0

SUMMARY OF STOCK OPTION ACTIVIT

SUMMARY OF STOCK OPTION ACTIVITIES (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of Options Outstanding, Beginning Balance	80,000
Weighted Average Exercise Price, Beginning Balance	$ 8.85
Weighted Average Remaining Contractual Term (Years), Ending Balance	1 year 29 days	1 year 3 months 29 days
Aggregate Intrinsic Value, Beginning Balance
Number of Options Outstanding, Granted/Cancelled
Weighted Average Exercise Price, Granted
Number of Options Outstanding, Ending Balance	80,000	80,000
Weighted Average Exercise Price, Ending Balance	$ 8.85	$ 8.85
Aggregate Intrinsic Value, Ending Balance
Number of Options Outstanding, Exercisable	80,000
Weighted Average Exercise Price, Exercisable	$ 8.85
Weighted Average Remaining Contractual Term (Years), Exercisable	1 month 2 days
Aggregate Intrinsic Value, exercisable

SHAREHOLDERS_ EQUITY (Details N

SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)													3 Months Ended		12 Months Ended
	Jan. 03, 2023	Jan. 03, 2023	Sep. 20, 2022	Sep. 16, 2022	Apr. 29, 2022	Mar. 31, 2022	Mar. 11, 2022	Mar. 04, 2022	Jan. 25, 2022	Dec. 28, 2021	Oct. 06, 2020	Jul. 20, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Apr. 30, 2022	Jan. 19, 2022	Aug. 31, 2019
Class of Stock [Line Items]
Shares authorized													10,000,000		10,000,000
Preferred stock, par value													$ 0.001		$ 0.001
Accrued dividends													$ 165,319		$ 161,092
Accrued dividends payable													$ 434,137		$ 385,009
Common stock, par value				$ 0.0059									$ 0.001		$ 0.001
Proceeds from warrant exercises														$ 245,714
Accretion of stock-based compensation													117,292	586,133
Unrecognized compensation expense															$ 391,821
Remaining vesting period															2 years
Stock-based compensation expense													$ 117,292	$ 836,133
Shares Issued upon Exercise of Warrants [Member]
Class of Stock [Line Items]
Number of share issued for common stock														24,571,429
Warrant exercise price						$ 0.01								$ 0.01
Proceeds from warrant exercises														$ 245,714
Warrant [Member]
Class of Stock [Line Items]
Number of share issued for common stock														24,571,429
Warrant exercise price						$ 0.01								$ 0.01
Proceeds from warrant exercises														$ 245,714
Number of cashless exercise of warrants														24,571,429
Securities Purchase Agreements [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock								25,000,000	70,000,000
Placement Agent [Member] | Securities Purchase Agreements [Member]
Class of Stock [Line Items]
Warrant to purchase shares of common stock								19,000,000
Warrant exercise price								$ 0.01
Chief Executive Officer [Member]
Class of Stock [Line Items]
Common stock, par value							$ 0.011
Chief Executive Officer [Member] | On January 3, 2022 [Member]
Class of Stock [Line Items]
Number of shares vesting during the period							30,531,608
Chief Executive Officer [Member] | Each year quarter through January 3, 2025 [Member]
Class of Stock [Line Items]
Number of shares vesting during the period							30,531,608
Chief Executive Officer [Member] | Common Stock [Member]
Class of Stock [Line Items]
Number of shares vesting during the period							122,126,433
Stock issued, value							$ 1,343,391
Three Independent Members [Member] | On March 31, 2022 [Member]
Class of Stock [Line Items]
Number of restricted stock awards							1,363,636.50
Three Independent Members [Member] | Each year quarter through Decemebr 31, 2022 [Member]
Class of Stock [Line Items]
Number of restricted stock awards							1,363,636.50
Three Independent Members [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, par value							$ 0.011
Number of restricted stock awards							5,454,546
Restricted stock awards, value							$ 60,000
Chief Financial Officer [Member] | On March 31, 2022 [Member]
Class of Stock [Line Items]
Number of restricted stock awards							2,840,909
Chief Financial Officer [Member] | Each year quarter through Decemebr 31, 2022 [Member]
Class of Stock [Line Items]
Number of restricted stock awards							2,840,909
Chief Financial Officer [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, par value							$ 0.011
Number of restricted stock awards							11,363,636
Restricted stock awards, value							$ 125,000
Chief Operating Officer [Member] | On March 31, 2023 [Member]
Class of Stock [Line Items]
Number of shares vesting during the period		5,408,653
Chief Operating Officer [Member] | On December 31, 2023 [Member]
Class of Stock [Line Items]
Number of shares vesting during the period		5,408,654
Chief Operating Officer [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, par value	$ 0.0042	$ 0.0042
Number of shares vesting during the period	21,634,615
Stock issued, value	$ 90,865	$ 90,865
Current and Former Chief Executive Officer [Member]
Class of Stock [Line Items]
Stock-based compensation expense							$ 250,000
Current and Former Chief Executive Officer [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock, par value							$ 0.011
Number of restricted stock awards							22,727,273
Restricted stock awards, value							$ 250,000
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized																		1,700,000
Preferred stock, par value													$ 0.001		$ 0.001			$ 0.001
Preferred stock stated par value																		$ 0.001
Common stock cancelled, shares																700,000
Settlement income					$ 700
Preferred stock, shares issued													0		0
Preferred stock, shares outstanding													0		0
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares issued													0		0
Preferred stock, shares outstanding													0		0
Series D Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, par value												$ 6
Preferred stock, shares issued												1,250,000	0		0
Preferred stock, shares outstanding													0		0
Proceeds from subsequent financing percentage												25%
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 Preferred may not convert any shares of Series D Preferred into common stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series D COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series D COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.
Number of shares converted												1,000
Common stock outstanding shares percentage												4.99%
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized											562,250
Preferred stock, par value													$ 0.001		$ 0.001
Preferred stock, shares issued													21,418		21,418
Preferred stock, shares outstanding													21,418		21,418
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
Number of shares converted														19,947
Triggering event conversion amount percentage											125%
Preferred stock dividend rate percentage											6%
Number of share issued for common stock														75,000,000
Series E Convertible Preferred Stock [Member] | Maximum [Member]
Class of Stock [Line Items]
Shares authorized											562,250
Series E Convertible Preferred Stock [Member] | Board of Directors [Member]
Class of Stock [Line Items]
Preferred stock, par value													$ 0.001
Stock unissued during period													$ 7,049,999
Series E Convertible Preferred Stock [Member] | Board of Directors [Member] | Maximum [Member]
Class of Stock [Line Items]
Preferred stock, shares issued													10,000,000
Series E Convertible Preferred Stock [Member] | Secretary [Member]
Class of Stock [Line Items]
Preferred stock, par value											$ 13.34
Redemption price precentage											115%
Conversion ratio description											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”) equal to $210 for each $1,000 of Stated Value of the Series E converted pro-rated for amounts more or less than $1,000, increasing to $310 for each $1,000 of Stated Value during the Triggering Event Period (the “Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”). During the Triggering Event Period, the number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Extra Amount by the product of 70% times the average VWAP for the five Trading Days prior to the Conversion Date.
Triggering event conversion price											$ 0.006
Series G Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized										1,000,000
Preferred stock, par value													$ 0.001		$ 0.001
Preferred stock stated par value										$ 10
Preferred stock, shares issued													546,000		575,000
Preferred stock, shares outstanding													546,000		575,000
Proceeds from subsequent financing percentage										40%
Reverse split description										A holder of Series G may not convert any shares of Series G into Common Stock if the holder (together with the holder’s affiliates and any persons acting as a group together with the holder or any of the holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the conversion, as such percentage ownership is determined in accordance with the terms of the Series G COD. However, upon notice from the holder to the Company, the holder may decrease or increase the beneficial ownership limitation, which may not exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series G COD, provided that any such increase or decrease in the beneficial ownership limitation will not take effect until 61 days following notice to the Company.
Redemption price precentage										11,500%
Conversion ratio description										Subject to a beneficial ownership limitation and customary adjustments for stock dividends and stock splits, each share of Series G shall be convertible into that number of shares of Common Stock calculated by dividing the Stated Value of each share of Series G being converted by the Conversion Price. The initial Conversion Price shall be $0.01 which shall be subject to adjustment as provided below. In addition, the Company shall issue the Holder converting all or any portion of Series G an additional sum (the “Series G Make Good Amount”) equal to $210 for each $1,000 of Stated Value of the Series G converted pro-rated for amounts more or less than $1,000 (the “Series G Extra Amount”). Subject to the Beneficial Ownership Limitation, the Make Good Amount shall be paid in Shares of Common Stock, as follows: The number of shares of Common Stock issuable as the Make Good Amount shall be calculated by dividing the Series G Extra Amount by the product of 80% times the average VWAP for the five Trading Days prior to the date a Holder delivered a notice of conversion to the Company (the “Conversion Date”), subject to beneficial ownership limitations
Preferred stock dividend rate percentage										6%
Number of share issued for common stock													43,684,680
Warrant to purchase shares of common stock						19,000,000								19,000,000
Warrant exercise price						$ 0.01								$ 0.01
Payment made to placement agent														$ 95,000
Fees amount						$ 95,000
Conversion of shares													29,000
Dividend payables													$ 20,056
Series G Convertible Preferred Stock [Member] | Secretary [Member]
Class of Stock [Line Items]
Shares authorized										1,000,000
Series G Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares converted													29,000
Accrued dividends payable													$ 20,056
Warrant exercise price						$ 0.01								$ 0.01
Warrants to purchase each share of common stock						95,000,000								95,000,000
Series G Preferred Stock [Member] | Common Stock [Member]
Class of Stock [Line Items]
Number of share issued for common stock													43,684,680
Series G Preferred Stock [Member] | Securities Purchase Agreements [Member]
Class of Stock [Line Items]
Sale of stock, shares issued								25,000	70,000
Warrant to purchase shares of common stock								1,000	1,000
Gross proceeds from sale of stock								$ 250,000	$ 700,000
Sale of stock, price per share								$ 10	$ 10
Payment for placement agent fees								$ 25,000	$ 70,000
Net proceeds from sale of stock								$ 225,000	$ 630,000
Warrant exercise price								$ 0.01
Additional paid-in capital stock issuance cost								$ 95,000
Series G Preferred Stock [Member] | Placement Agent [Member]
Class of Stock [Line Items]
Warrant exercise price						$ 0.01								$ 0.01
Warrants to purchase each share of common stock						19,000,000								19,000,000
Series H Preferred Stock [Member]
Class of Stock [Line Items]
Shares authorized			35,000
Reverse split description			The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon conversion of the Series H held by the Holder. The Holder and the Company, by mutual consent, may increase or decrease the Beneficial Ownership Limitation provisions of the Series H COD, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares of common stock upon conversion of the Series H held by the Holder.
Shares issued			10,000
Shares acquisitions				32,374
Shares acquisitions				$ 1,910,066
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares of common stock issued upon conversion																	75,000,000
Number of shares converted																	19,947

ASSIGNMENT FOR THE BENEFIT OF_2

ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Assignment For Benefit Of Creditors
Loss contingency accural payments	$ 200,000	$ 200,000
Gain loss related to litigation settlement	$ 200,000	$ 200,000

COMMITMENTS AND CONTINGENCIES (

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

1 Months Ended

3 Months Ended

6 Months Ended

12 Months Ended

Sep. 16, 2022

Jul. 06, 2022

Apr. 29, 2022

Mar. 11, 2022

Jan. 03, 2022

Feb. 09, 2021

Aug. 04, 2020

Apr. 30, 2022

Mar. 31, 2023

Mar. 31, 2020

Dec. 31, 2022

Dec. 31, 2021

Cash payment

$ 250,000

Settlement expense

$ 227,811

Demand remains

$ 200,000

$ 200,000

Retention amount

$ 250,000

Number of shares granted

21,634,615

Common stock, par value

$ 0.0059

$ 0.001

$ 0.001

Chief Executive Officer [Member]

Common stock, par value

$ 0.011

Mr. James Giordano [Member]

Annual base compensation

$ 250,000

Chief Financial Officer [Member] | On March 31, 2022 [Member]

Shares vesting

2,840,909

Chief Financial Officer [Member] | Each year quarter through Decemebr 31, 2022 [Member]

Shares vesting

2,840,909

Chief Financial Officer [Member] | Common Stock [Member]

Shares vesting

11,363,636

Fair value

$ 125,000

Common stock, par value

$ 0.011

Shypdirect LLC [Member]

Plaintiff exceeding amount

$ 789,000

Six Month Consulting Agreement [Member]

Sought damages value

$ 42,000

$ 42,000

Demand remains

$ 42,000

Employment Agreement [Member] | Mr. Sebastian Giordano [Member]

Debt Instrument, description

the Company and Mr. Sebastian Giordano entered into an employment agreement with a term extending through December 31, 2025, which provides for annual compensation of $400,000 as well as annual discretionary bonuses based on the Company’s achievement of performance targets, grants of options, restricted stock or other equity, potentially constituting (with prior grants made to Ascentaur), at the discretion of the Company’s Board of Directors, up to 5% of the outstanding common stock of the Company, vesting over the term of the employment agreement, business expense reimbursement and benefits as generally made available to the Company’s executives.

Annual base compensation

$ 400,000

Employment Agreement [Member] | Chief Executive Officer [Member]

Number of shares granted

122,126,433

Employment Agreement [Member] | Chief Financial Officer [Member]

Annual base compensation

$ 250,000

Maximum annual bonus

$ 125,000

Employment Agreement [Member] | Freight Connections [Member]

Annual base compensation

$ 165,000

Salaries allowance

800

Employment Agreement [Member] | Freight Connections [Member] | Year Two [Member]

Annual base compensation

175,000

Employment Agreement [Member] | Freight Connections [Member] | Year Three [Member]

Annual base compensation

$ 200,000

Series B Preferred Stock [Member]

Shares cancelled

700,000

RELATED PARTY TRANSACTIONS AN_2

RELATED PARTY TRANSACTIONS AND BALANCES (Details Narrative) - USD ($)			3 Months Ended
	Sep. 16, 2022	Sep. 16, 2022	Mar. 31, 2023	Dec. 31, 2022
Freight Connections [Member] | Promissory Notes [Member]
Related Party Transaction [Line Items]
Promissory notes	$ 4,544,671	$ 4,544,671	$ 4,544,671	$ 4,544,671
Debt instrument, description	The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner.	The secured promissory accrues interest at the rate of 5% per annum and then 10% per annum as of March 1, 2023. The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner.
Debt instrument interest rate	5%	5%
Freight Connections [Member]
Related Party Transaction [Line Items]
Outside trucking expense			770,707
Freight Connections [Member] | Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties			$ 324,551	$ 115,117

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Revenue Benchmark [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	17%
Revenue Benchmark [Member] | Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage		71.70%
Revenue Benchmark [Member] | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage		22.20%
Revenue Benchmark [Member] | Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage		20.20%
Revenue Benchmark [Member] | Customer Three [Member]
Concentration Risk [Line Items]
Concentration risk percentage		18.10%
Revenue Benchmark [Member] | Customer Four [Member]
Concentration Risk [Line Items]
Concentration risk percentage		11.20%
Accounts Receivable [Member] | One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	13%
Accounts Receivable [Member] | Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage			18.20%
Accounts Receivable [Member] | Customer Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage			17.90%
Accounts Receivable [Member] | Customer Three [Member]
Concentration Risk [Line Items]
Concentration risk percentage			10.60%
Accounts Receivable [Member] | Three Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage			46.70%

SCHEDULE OF RIGHT OF USE ASSET

SCHEDULE OF RIGHT OF USE ASSET (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Operating And Financing Lease Right-of-use Rou Assets And Operating And Financing Lease Liabilities
Office leases and equipment right of use assets	$ 13,500,093	$ 9,084,594
Less: accumulated amortization	(1,349,561)	(627,511)
Balance of ROU assets	$ 12,150,532	$ 8,457,083

SCHEDULE OF OPERATING LEASE LIA

SCHEDULE OF OPERATING LEASE LIABILITY TO ROU ASSET (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Operating And Financing Lease Right-of-use Rou Assets And Operating And Financing Lease Liabilities
Lease liabilities related to office leases and revenue equipment right of use assets	$ 12,225,522	$ 8,495,036
Less: current portion of lease liabilities	(3,006,297)	(2,081,099)
Lease liabilities – long-term	$ 9,219,225	$ 6,413,937

SCHEDULE OF LEASE PAYMENTS DUE

SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Operating And Financing Lease Right-of-use Rou Assets And Operating And Financing Lease Liabilities
2024	$ 3,937,442
2025	3,783,418
2026	3,322,251
2027	2,336,213
2028	995,432
Thereafter	54,786
Total minimum non-cancelable operating lease payments	14,429,542
Less: discount to fair value	(2,204,020)
Total lease liability on March 31, 2023	$ 12,225,522	$ 8,495,036

OPERATING AND FINANCING LEASE_3

OPERATING AND FINANCING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING AND FINANCING LEASE LIABILITIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Jan. 01, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Lease term			60 months
Operating lease, rent expense	$ 1,078,560	$ 101,337
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Lease discount rate	8%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Lease discount rate	9%
First Year [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Monthly base rent expense	$ 41,071
Second Year [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Monthly base rent expense	42,303
Third Year [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Monthly base rent expense	43,572
Fourth Year [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Monthly base rent expense	44,880
Fifth Year [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Monthly base rent expense	$ 46,226

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)	240 Months Ended
	Apr. 14, 2023	Apr. 21, 2023	Apr. 17, 2023
Subsequent Event [Line Items]
Unsecured senior debt	$ 1,000,000
Credit facility, intesrest rate	12%
Director [Member]
Subsequent Event [Line Items]
Unsecured senior debt			$ 500,000
Chief Executive Officer [Member]
Subsequent Event [Line Items]
Unsecured senior debt		$ 100,000