Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 4,481,102,346 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | ||
Cash | $ 98,636 | $ 1,470,807 |
Accounts receivable, net | 2,037,298 | 2,059,326 |
Prepaid expenses and other current assets | 499,948 | 613,035 |
Total Current Assets | 2,635,882 | 4,143,168 |
OTHER ASSETS: | ||
Security deposits | 473,278 | 377,107 |
Property and equipment, net | 3,096,590 | 1,607,212 |
Right of use assets, net | 10,490,399 | 8,457,083 |
Goodwill | 2,105,879 | 2,105,879 |
Intangible assets, net | 4,225,717 | 4,601,677 |
Total Other Assets | 20,391,863 | 17,148,958 |
TOTAL ASSETS | 23,027,745 | 21,292,126 |
CURRENT LIABILITIES: | ||
Accounts payable (including accounts payable - related party of $348,396 and $115,117 on September 30, 2023 and December 31, 2022, respectively) | 2,650,736 | 472,701 |
Accrued expenses | 1,083,147 | 837,170 |
Insurance payable | 418,770 | 137,477 |
Lease liabilities, current portion | 3,265,828 | 2,081,099 |
Accrued compensation and related benefits | 174,954 | 65,103 |
Total Current Liabilities | 14,316,757 | 8,546,628 |
LONG-TERM LIABILITIES: | ||
Notes payable, net of current portion | 1,724,712 | 831,499 |
Lease liabilities, net of current portion | 7,505,093 | 6,413,937 |
Total Long-term Liabilities | 9,229,805 | 7,245,436 |
Total Liabilities | 23,546,562 | 15,792,064 |
Commitments and Contingencies (See Note 11) | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Common stock, par value $0.001 per share; 10,000,000,000 shares authorized; 4,481,102,346 and 3,636,691,682 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 4,481,102 | 3,636,692 |
Additional paid-in capital | 129,775,399 | 129,372,841 |
Accumulated deficit | (134,775,847) | (127,510,099) |
Total Shareholders’ (Deficit) Equity | (518,817) | 5,500,062 |
Total Liabilities and Shareholders’ (Deficit) Equity | 23,027,745 | 21,292,126 |
Series B Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Preferred stock,value | ||
Series D Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Preferred stock,value | ||
Series E Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Preferred stock,value | 21 | 21 |
Series G Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Preferred stock,value | 476 | 575 |
Series H Convertible Preferred Stock [Member] | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Preferred stock,value | 32 | 32 |
Series I Preferred Stock [Member] | ||
SHAREHOLDERS’ (DEFICIT) EQUITY: | ||
Preferred stock,value | ||
Nonrelated Party [Member] | ||
CURRENT LIABILITIES: | ||
Notes payable, current portion | 1,578,651 | 408,407 |
Related Party [Member] | ||
CURRENT LIABILITIES: | ||
Notes payable, current portion | $ 5,144,671 | $ 4,544,671 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts payable - related parties | $ 348,396 | $ 115,117 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 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 | 4,481,102,346 | 3,636,691,682 |
Common stock, shares outstanding | 4,481,102,346 | 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 | 475,500 | 575,000 |
Preferred stock, shares outstanding | 475,500 | 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 |
Series I Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares designated | 1 | 1 |
Preferred stock, shares issued | 1 | 0 |
Preferred stock, shares outstanding | 1 | 0 |
Preferred stock, liquidation value per share | $ 0 | $ 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
REVENUES | $ 4,947,684 | $ 1,700,854 | $ 15,604,451 | $ 4,364,747 |
OPERATING EXPENSES: | ||||
Compensation and related benefits | 1,247,795 | 720,339 | 3,825,384 | 2,770,092 |
Legal and professional fees | 370,105 | 259,597 | 1,349,469 | 948,094 |
Rent | 1,132,618 | 217,717 | 3,308,317 | 430,011 |
Depreciation and amortization | 407,310 | 155,050 | 1,182,810 | 532,550 |
General and administrative expenses | 347,520 | 127,800 | 872,915 | 284,410 |
Total Operating Expenses | 7,274,904 | 2,717,133 | 21,694,078 | 8,186,339 |
LOSS FROM OPERATIONS | (2,327,220) | (1,016,279) | (6,089,627) | (3,821,592) |
OTHER INCOME (EXPENSES): | ||||
Interest income | 992 | |||
(Loss) gain on sale of subsidiary’s assets | (2,714) | (720) | 293,975 | |
Settlement income (expense) | (100) | (10,150) | (9,508) | (237,961) |
Total Other Income (Expenses) | (340,775) | (27,499) | (703,075) | 31,617 |
LOSS BEFORE INCOME TAXES | (2,667,995) | (1,043,778) | (6,792,702) | (3,789,975) |
Provision for income taxes | ||||
NET LOSS | (2,667,995) | (1,043,778) | (6,792,702) | (3,789,975) |
Deemed and accrued dividends | (62,660) | (101,386) | (473,046) | (317,271) |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (2,730,655) | $ (1,145,164) | $ (7,265,748) | $ (4,107,246) |
Net loss per common share - basic | $ 0 | $ 0 | $ 0 | $ 0 |
Net loss per common share - diluted | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average common shares outstanding, basic | 4,280,650,279 | 3,438,148,807 | 3,896,472,586 | 3,266,732,522 |
Weighted average common shares outstanding, diluted | 4,280,650,279 | 3,438,148,807 | 3,896,472,586 | 3,266,732,522 |
Third Parties [Member] | ||||
OPERATING EXPENSES: | ||||
Cost of revenues - related parties | $ 3,361,812 | $ 1,236,630 | $ 9,506,063 | $ 3,221,182 |
Related Party [Member] | ||||
OPERATING EXPENSES: | ||||
Cost of revenues - related parties | 407,744 | 1,649,120 | ||
OTHER INCOME (EXPENSES): | ||||
Interest expense - related parties | (135,076) | (341,424) | ||
Nonrelated Party [Member] | ||||
OTHER INCOME (EXPENSES): | ||||
Interest expense - related parties | $ (205,599) | $ (14,635) | $ (352,415) | $ (24,397) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders' Equity (Deficit) (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 | |||||
Common stock issued for warrant exercise, shares | 24,571,429 | |||||||
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) | |||||||
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, 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 | ||||
Net loss | (3,789,975) | |||||||
Balance at Sep. 30, 2022 | $ 21 | $ 575 | $ 32 | $ 3,636,692 | 129,207,348 | (123,123,733) | 9,720,935 | |
Balance, shares at Sep. 30, 2022 | 21,238 | 575,000 | 32,374 | 3,636,691,682 | ||||
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 | ||||
Common stock issued for conversion of Series G preferred shares | $ (92) | $ 129,273 | (108,047) | 21,134 | ||||
Common stock issued for conversion of Series G preferred shares, shares | (92,500) | 129,272,885 | ||||||
Common stock issued for services and future services | $ 969 | 9,031 | 10,000 | |||||
Common stock issued for services and future services, shares | 969,149 | |||||||
Dividends accrued | (106,834) | (106,834) | ||||||
Net loss | (708,966) | (708,966) | ||||||
Common stock issued for warrant exercise | $ 40,086 | (40,086) | ||||||
Common stock issued for warrant exercise, shares | 40,086,207 | |||||||
Accretion of stock-based compensation | 204,034 | 204,034 | ||||||
Common stock issued for conversion of Series E preferred shares | $ (11) | $ 38,501 | (62,490) | (24,000) | ||||
Common stock issued for conversion of series E preferred shares, shares | (10,420) | 38,500,868 | ||||||
Cancellation of Series B preferred in connection with settlement | $ (700) | (700) | ||||||
Cancellation of Series B preferred in connection with settlement, shares | (700,000) | |||||||
Balance at Jun. 30, 2022 | $ 21 | $ 618 | $ 3,396,601 | 126,282,689 | (121,978,569) | 7,701,360 | ||
Balance, shares at Jun. 30, 2022 | 21,238 | 617,500 | 3,396,601,092 | |||||
Common stock issued for conversion of Series G preferred shares | $ (43) | $ 61,179 | (42,953) | 18,183 | ||||
Common stock issued for conversion of Series G preferred shares, shares | (42,500) | 61,178,746 | ||||||
Dividends accrued | (101,386) | (101,386) | ||||||
Net loss | (1,043,778) | (1,043,778) | ||||||
Accretion of stock-based compensation | 180,910 | 180,910 | ||||||
Series H preferred and common stock issued in connection with acquisition | $ 32 | $ 178,912 | 2,786,702 | 2,965,646 | ||||
Series H preferred and common stock issued in connection with acquisition,shares | 32,374 | 178,911,844 | ||||||
Balance at Sep. 30, 2022 | $ 21 | $ 575 | $ 32 | $ 3,636,692 | 129,207,348 | (123,123,733) | 9,720,935 | |
Balance, shares at Sep. 30, 2022 | 21,238 | 575,000 | 32,374 | 3,636,691,682 | ||||
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) | ||||||
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 | ||||
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 | ||||
Net loss | (6,792,702) | |||||||
Balance at Sep. 30, 2023 | $ 21 | $ 476 | $ 32 | $ 4,481,102 | 129,775,399 | (134,775,847) | (518,817) | |
Balance, shares at Sep. 30, 2023 | 21,418 | 475,500 | 32,374 | 4,481,102,346 | ||||
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 | ||||
Common stock issued for services and future services | $ 12,535 | (12,535) | ||||||
Common stock issued for services and future services, shares | 12,535,439 | |||||||
Accretion of stock-based compensation | 145,172 | 145,172 | ||||||
Dividends accrued | 218,084 | (309,976) | (91,892) | |||||
Net loss | (2,478,791) | (2,478,791) | ||||||
Common stock issued for warrant exercise | $ 181,635 | 181,635 | 363,270 | |||||
Common stock issued for warrant exercise, shares | 181,634,858 | |||||||
Balance at Jun. 30, 2023 | $ 21 | $ 546 | $ 32 | $ 3,896,181 | 129,977,255 | (132,045,192) | 1,828,843 | |
Balance, shares at Jun. 30, 2023 | 21,418 | 546,000 | 32,374 | 3,896,181,274 | ||||
Common stock issued for conversion of Series G preferred shares | $ (70) | $ 458,239 | (403,258) | 54,911 | ||||
Common stock issued for conversion of Series G preferred shares, shares | (70,500) | 458,238,595 | ||||||
Dividends accrued | (14,607) | (62,660) | (77,267) | |||||
Net loss | (2,667,995) | (2,667,995) | ||||||
Common stock issued for warrant exercise | $ 127,920 | 127,921 | 255,841 | |||||
Common stock issued for warrant exercise, shares | 127,920,572 | |||||||
Cancellation of common stock issued for services due to non-vesting | $ (1,238) | 1,238 | ||||||
Cancellation of common stock issued for services due to non-vesting,shares | (1,238,095) | |||||||
Accretion of stock-based compensation | 86,850 | 86,850 | ||||||
Balance at Sep. 30, 2023 | $ 21 | $ 476 | $ 32 | $ 4,481,102 | $ 129,775,399 | $ (134,775,847) | $ (518,817) | |
Balance, shares at Sep. 30, 2023 | 21,418 | 475,500 | 32,374 | 4,481,102,346 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (6,792,702) | $ (3,789,975) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,182,810 | 532,550 |
Stock-based compensation | 349,314 | 1,221,077 |
Stock-based professional fees | 10,000 | |
Gain from sale of subsidiary’s assets | (296,689) | |
Non-cash portion of gain on settlement | (700) | |
Lease costs | 242,569 | 4,591 |
Bad debt expense | 81,872 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 777,042 | 1,173 |
Prepaid expenses and other current assets | (123,459) | (193,392) |
Security deposits | (89,171) | (3,552) |
Accounts payable and accrued expenses | 2,005,406 | (295,981) |
Insurance payable | 281,293 | 61,735 |
Accrued compensation and related benefits | (42,780) | (90,514) |
NET CASH USED IN OPERATING ACTIVITIES | (2,127,806) | (2,839,677) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (679,879) | (118,617) |
Proceeds from repayment of note receivable | 255,000 | |
Cash proceeds from sale of subsidiary’s assets | 748,500 | |
Cash acquired in acquisitions | 207,471 | 138,336 |
Cash used for acquisitions | (713,586) | (1,930,712) |
NET CASH USED IN INVESTING ACTIVITIES | (930,994) | (1,162,493) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payment of liquidated damages on Series E preferred shares | (24,000) | |
Net proceeds from sale of series G preferred share units | 855,000 | |
Proceeds from exercise of warrants | 619,111 | 245,714 |
Proceeds from notes payable - related parties | 600,000 | |
Proceeds from notes payable | 662,092 | 108,395 |
Repayment of notes payable | (194,574) | (809,905) |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,686,629 | 375,204 |
NET DECREASE IN CASH | (1,372,171) | (3,626,966) |
CASH, beginning of period | 1,470,807 | 6,067,692 |
CASH, end of period | 98,636 | 2,440,726 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Interest | 248,739 | 24,397 |
Income taxes | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Conversion of Series E preferred stock to common stock | 31 | |
Conversion of Series G preferred stock and accrued dividends to common stock | 74,967 | 39,917 |
Accrual of preferrerd stock dividends | 473,046 | 317,271 |
Issuance of common stock for future services | 5,000 | |
Increase in right of use assets and lease liabilities | 3,958,260 | |
Assets acquired: | ||
Accounts receivable | 836,886 | 2,270,890 |
Prepaid expenses | 18,455 | 271,305 |
Property and equipment | 1,186,198 | 1,466,167 |
Right of use assets | 457,239 | 8,825,892 |
Security deposits | 7,000 | 318,302 |
Intangible assets | 430,151 | 5,779,487 |
Total assets acquired | 2,935,929 | 18,932,043 |
Less: liabilities assumed: | ||
Accounts payable | 211,303 | 355,185 |
Accrued expenses | 12,702 | 190,798 |
Insurance payable | 169,812 | |
Accrued compensation and related benefits | 152,631 | 69,122 |
Notes payable | 1,595,939 | 6,355,588 |
Lease liabilities | 457,239 | 8,825,892 |
Total liabilities assumed | 2,429,814 | 15,966,397 |
Net assets acquired | 506,115 | |
Fair value of shares for acquisitions | $ 2,965,646 |
ORGANIZATION AND BUSINESS OPERA
ORGANIZATION AND BUSINESS OPERATIONS | 9 Months Ended |
Sep. 30, 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”), TLSS Operations Holding Company, Inc. (“TLSS Operations Holding”), and TLSS-CE, Inc. (“TLSS-CE”). 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 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. Severance Trucking currently operates with over 60 power units and trailers and has two locations, comprised of approximately 18,000 9,000 5,750 16,000 On May 31, 2023, the Company formed TLSS Operations Holding and TLSS-CE, companies organized under the laws of Delaware. 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, Severance Trucking, TLSS Operations Holding and TLSS-CE are hereafter referred to as the “Company”. References herein to a “Company liability” may be to a liability which is owed solely by a subsidiary and not by TLSS. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 results of operations for the 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, TLSS Operations Holding, TLSS-CE, 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 unaudited 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 $ 6,792,702 3,789,975 2,127,806 2,839,677 134,775,847 11,680,875 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES Risks and uncertainties The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. On September 30, 2023, the Company had no cash in the 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 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 continually reviews its 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. 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 in a business combination, 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 September 30, 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 September 30, 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 September 30, 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. 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 years 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 nine months ended September 30, 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. 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 September 30, 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 nine months ended September 30, 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 September 30, 2023 September 30, 2022 Stock warrants 948,452,679 1,258,008,109 Stock options 80,000 80,000 Series E convertible preferred stock 95,238,667 28,571,600 Series G convertible preferred stock 2,377,500,000 575,000,000 Series H convertible preferred stock 323,740,000 323,740,000 Antidilutive securities excluded from computation of earnings per share 3,745,011,346 2,185,399,709 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES Reclassification Certain reclassifications have been made in the consolidated financial statements to conform to the current period presentation. Such reclassifications had no impact on the Company’ previously reported consolidated financial position or results of operations. Specifically, on the consolidated balance sheets, a note payable was reclassified from notes payable to the notes payable – related parties, and on the consolidated statements of operations, certain interest expense was reclassified from interest expense to interest expense – related parties. Additionally, on the consolidated statements of operations, depreciation and amortization expenses have been reclassified from general and administrative expenses and are shown separately as part of operating expenses, and the line item, gross profit, has been eliminated. |
ACQUISITIONS AND DISPOSITION
ACQUISITIONS AND DISPOSITION | 9 Months Ended |
Sep. 30, 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 36,525 713,586 1,572,939 12 171,887 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. 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 Other assets Prepaid expenses and other assets 25,454 Property and equipment, net 1,186,198 Right of use assets Financing lease right of use assets 457,239 Intangible assets 430,152 Other intangible assets Goodwill Total assets acquired at fair value 3,143,400 Liabilities assumed: Notes payable 23,000 Accounts payable and accrued expenses 376,636 Accrued expenses Lease liabilities 457,239 Total liabilities assumed 856,875 Net assets acquired $ 2,286,525 Purchase consideration paid: Cash paid $ 713,586 Promissory note 1,572,939 Total purchase consideration paid $ 2,286,525 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 10,000 0.0059 2,965,646 4.99 4,544,671 9,035,317 1,525,000 2,965,646 4,544,671 Pursuant to the Amended SPA, the purchase price shall be adjusted up or down by comparing Freight Connection’s target working capital as of March 31, 2022, as defined in the Stock Purchase and Sale Agreement, dated as of May 23, 2022, and the closing working capital, as well as the actual trailing twelve-month EBITDA from the Closing Date. The Company and the Freight Connections Seller are in the process of finalizing the post-closing adjustments and the Company expects that there will be a reduction in the purchase price based on this calculation. The Freight Connections Seller also entered into an employment agreement, including non-competition provisions, to continue with Freight Connections after the acquisition. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 Nine Months Ended For the Nine Months Ended Net Revenues $ 16,366,511 $ 23,616,402 Net Loss $ (7,118,009 ) $ (2,583,829 ) Net Loss Attributable to Common Shareholders $ (7,528,395 ) $ (2,901,100 ) 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 |
ACCOUNTS RECEIVABLE AND NOTE RE
ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE Accounts receivable On September 30, 2023 and December 31, 2022, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2023 December 31, 2022 Accounts receivable $ 2,856,725 $ 2,523,778 Allowance for doubtful accounts for estimated losses (819,427 ) (464,452 ) Accounts receivable, net $ 2,037,298 $ 2,059,326 During the nine months ended September 30, 2023 and 2022, the Company recorded bad debt expense of $ 81,872 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 6 283,333 2,833 31,166 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT On September 30, 2023 and December 31, 2022, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life September 30, 2023 December 31, 2022 Revenue equipment 3 20 $ 3,003,653 $ 1,316,518 Machinery and equipment 1 10 568,136 440,863 Office equipment and furniture 1 3 116,460 106,172 Leasehold improvements 1 3 63,710 22,329 Subtotal 3,751,959 1,885,882 Less: accumulated depreciation (655,369 ) (278,670 ) Property and equipment, net $ 3,096,590 $ 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 nine months ended September 30, 2023 and 2022, depreciation expenses amounted to $ 376,699 123,503 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2023, there was a $ 430,152 430,152 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 5,644,956 2,105,879 On September 30, 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 $ 3,794,595 $ 759,139 $ 3,035,456 Covenants not to compete 3 5 1,503,487 313,226 1,190,261 Other intangible assets 1 25,000 25,000 - Intangible assets net $ 5,323,082 $ 1,097,365 $ 4,225,717 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 September 30, 2023 and December 31, 2022, goodwill consisted of the following: SCHEDULE OF GOODWILL Useful life September 30, 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 nine months ended September 30, 2023 and 2022, amortization of intangible assets amounted to $806,111 and $409,047, respectively. Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending September 30: Amount 2024 $ 1,054,461 2025 1,054,461 2026 1,054,461 2027 1,013,895 2028 48,439 Total $ 4,225,717 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 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 The principal amount of $ 98,448 598,487 199,496 5 (i) An interest payment in the amount of $ 6,501 (ii) 23 equal weekly payments of interest only, each in the amount of $ l,571 (iii) $ 199,495.67 (iv) $ 199,495.67 5 in 11,637.25 (v) $ l99,499.68 5 9,975 On September 30, 2023 and December 31, 2022, the principal amount related to the Amended Note was $ 598,487 In connection with the acquisition of JFK Cartage, on July 31, 2022, the Company assumed an SBA loan that existed on the books of JFK Cartage in the amount of $ 500,000 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 1,572,939 171,887 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 2,846 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 36,827 42,424 In connection with the acquisition of Freight Connections, on September 16, 2022, the Company assumed several equipment notes payable due to entities amounting to $ 583,274 404,445 533,669 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 46,183 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 4,059 175,156 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 18,325 On April 1, 2023, Severance Trucking entered into a promissory note for the purchase of a yard truck in the amount of $ 50,634 1,254 45,227 On April 14, 2023, Severance Trucking entered into a promissory note for the purchase of a truck in the amount of $ 53,275 1,379 48,863 On July 13, 2023, Severance Trucking entered into a promissory note for the purchase of three trucks in the amount of $ 278,085 5,762 270,667 On September 8, 2023, Severance Trucking entered into a promissory note for the purchase of two trucks in the amount of $ 83,398 2,107 83,398 On September 30, 2023 and December 31, 2022, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE September 30, 2023 December 31, 2022 Principal amounts $ 3,303,363 $ 1,239,906 Less: current portion of notes payable (1,578,651 ) (408,407 ) Notes payable – long-term $ 1,724,712 $ 831,499 As of September 30, 2023, future maturities of notes payable are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE Year ending September 30: Amount 2024 $ 1,578,651 2025 1,036,541 2026 451,351 2027 165,542 2028 71,278 Total $ 3,303,363 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES |
NOTES PAYABLE _ RELATED PARTIES
NOTES PAYABLE – RELATED PARTIES | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable Related Parties | |
NOTES PAYABLE – RELATED PARTIES | NOTE 8– NOTES PAYABLE – RELATED PARTIES 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 5 10 307,397 4,544,671 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 12 500,000 100,000 34,027 600,000 34,027 |
SHAREHOLDERS_ EQUITY (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
SHAREHOLDERS’ EQUITY (DEFICIT) | NOTE 9– SHAREHOLDERS’ EQUITY (DEFICIT) 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 0.001 700,000 700 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 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 September 30, 2023 and December 31, 2022, no TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 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 was $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. On June 22, 2023, the Company offered holders of certain Series E and Series G warrants to purchase an aggregate of 977,912,576 0.01 0.002 500,000 The Company agreed with the holder of the Company’s remaining outstanding Series E Convertible Preferred Stock (“Series E Stock”) that, contingent on the Offer being exercised with regard to Eligible Warrants aggregating the minimum proceeds, the Company would reduce the conversion price of the Series E Stock and exercise price of Series E warrants to $ 0.003 21,418 0.003 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 6 173,914 161,092 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 During the three months ended June 30, 2022, the Company issued 38,500,868 10,240 24,000 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 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. On June 22, 2023, the Company offered holders of certain Series E and Series G warrants to purchase an aggregate of 977,912,576 0.01 0.002 500,000 Through September 30, 2023, the Company received proceeds of $ 619,111 309,555,430 Under the terms of the Eligible Warrants, if, other than upon conversion of existing convertible preferred stock, the Company issues shares of common stock, or securities exercisable to purchase or convertible into, shares of common stock, for a purchase price that is less than the exercise price of Eligible Warrants in effect at such time, then the exercise price of all Eligible Warrants will be reduced to the price per share of such dilutive issuance. As a result of the issuance of common stock on the exercise of certain Eligible Warrants at an exercise price of $ 0.002 0.002 Under the terms of the Company’s Series G, if the Company issues or sells (or is deemed to have issued or sold) additional shares of common stock for a price-per-share that is less than the price equal to the conversion price of the Series G held by the holders of the Series G immediately prior to such issuance, then the conversion price of the Series G will be reduced to the price per share of such dilutive issuance. As a result of the issuance of common stock on the exercise of certain Eligible Warrants at an exercise price of $ 0.002 475,500 0.002 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 6 539,788 385,009 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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. 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 June 30, 2022, the Company issued 129,272,885 92,500 21,134 During the three months ended September 30, 2022, the Company issued 61,178,746 42,500 18,183 During the three months ended March 31, 2023, the Company issued 43,684,680 29,000 20,056 During the three months ended September 30, 2023, the Company issued 458,238,595 70,500 54,911 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 shares of preferred stock as Series H (“Series H”). The Series H has no stated value. Pursuant with the Series H COD; ● Each holder of Series H shall have no voting rights. ● Each share of Series H shall be convertible into 10,000 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 Series I Preferred Stock On July 17, 2023, received notice of acknowledgement from the Secretary of State of the State of Nevada of filing of a Certificate of Designation of Preferences, Rights and Limitations of the Series I Preferred Stock (the “Series I Preferred Stock”), effective as of its filing date, July 14, 2023. Since a substantial portion of the unissued shares of Common Stock are held in reserve in connection with rights of conversion of convertible preferred stock and/or debt and/or exercise of warrants and/or options, the Company will not be able to issue shares in connection with additional equity investments (including any requirements by investors to place shares of Common Stock in reserve for conversion of convertible preferred stock and/or debt and/or exercise of warrants and/or options), unless the Company amends its Articles of Incorporation to authorize the issuance of additional Common Stock. Senior management believes it is in the interest of the Company that the Articles of Incorporation of the Company be amended to authorize the issuance of 50,000,000,000 In connection with obtaining expeditious stockholder approval of the amendment to its Articles of Incorporation for the Authorized Share Increase Proposal, the Company has issued a new series of preferred stock (“Series I Preferred Stock”) having the right to vote and/or consent solely on the Authorized Share Increase Proposal. Solely with respect to the Authorized Share Increase Proposal, the Series I Preferred Stock shall have voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting). TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES John Mercadante, a member of the Board of Directors of the Company, is the holder of 100 On July 27, 2023, the stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon (the “Consenting Stockholders”) consented in writing to amend the Company’s Amended 50,000,000,000 0.001 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 During the three months ended June 30, 2022, the Company issued 38,500,868 10,240 24,000 Shares issued in connection with conversion of Series G preferred shares During the three months ended June 30, 2022, the Company issued 129,272,885 92,500 21,134 During the three months ended September 30, 2022, the Company issued 61,178,746 42,500 18,183 During the three months ended March 31, 2023, the Company issued 43,684,680 29,000 20,056 During the three months ended September 30, 2023, the Company issued 458,238,595 70,500 54,911 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 During the three months ended June 30, 2022, the Company issued 40,086,207 22,142,857 During the three months ended June 30, 2023, the Company issued 181,634,858 363,270 181,634,858 0.002 During the three months ended September 30, 2023, the Company issued 127,920,572 255,841 127,920,572 0.002 Shares issued in connection with acquisition In connection with the acquisition of Freight |
ASSIGNMENT FOR THE BENEFIT OF C
ASSIGNMENT FOR THE BENEFIT OF CREDITORS | 9 Months Ended |
Sep. 30, 2023 | |
Assignment For Benefit Of Creditors | |
ASSIGNMENT FOR THE BENEFIT OF CREDITORS | NOTE 10 – ASSIGNMENT FOR THE BENEFIT OF CREDITORS On August 19, 2021, the Company’s subsidiaries, Prime EFS and Shypdirect, executed 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. In connection with the finalization of the ABC, the Assignee has demanded a one-time payment of $ 200,000 200,000 200,000 50,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Legal matters From time to time, we may be involved in litigation or receive 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, during the period from September 30, 2021 to September 30, 2023, whether material or not. 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 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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. On July 20, 2023, SCS moved for summary judgment in this action. On July 27, 2023, the Company filed papers opposing the motion. On August 21, 2023, the court conferenced SCS’s motion for summary judgment and SCS’s motion to strike counterclaims and dismiss the counterclaims. The court indicated it would deny the first motion and grant the second motion. On September 5, 2023, the Company filed Amended Affirmative Defenses and an Amended Counterclaim. On October 2, 2023, DCS filed a motion to Dismiss the Amended Counterclaim but it did not file a motion to strike the Amended Affirmative Defenses. On October 3, 2023, the Company filed a motion to strike SCS’s Motion to Dismiss the Amended Counterclaim on the grounds that SCS’s motion was not filed within ten (10) days as required under Florida law. The Company believes it has substantial defenses to all claims alleged in SCS’s complaint, as well as valid affirmative defenses and counterclaims. 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 at $ 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES On October 5, 2022, SCS filed an Amended Complaint in this action. By order dated and issued December 19, 2022, the Circuit Judge assigned to this case once again dismissed the case, finding (a) that SCS still failed to adequately allege it has standing and (b) that the complaint still fails to adequately allege a cognizable claim. Once again, however, the dismissal was without prejudice. On January 18, 2023, SCS filed a Second Amended Complaint in this action. All defendants once again moved to dismiss the pleading or in the alternative for summary judgment on it in their favor. The Court heard argument on that motion on March 9, 2023. On May 15, 2023, the Court issued a summary order denying the defendants’ motion to dismiss. On June 1, 2023, all defendants moved for reconsideration of the May 15 order. To date, SCS has not filed papers opposing the motion for reconsideration. Argument on the application to reconsider has been set for November 29, 2023. The Company believes the action to be frivolous 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, all discovery in this case must be concluded by later this year. 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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.”. 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 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. In an order entered October 25, 2023, the Court ordered that all fact discovery must be completed by January 2, 2024, and that all expert discovery must be completed by March 30, 2024. The Court indicated that it would not entertain any further applications to extend the discovery period even if filed on consent. 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 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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. 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 Mode Transportation, LLC v. Freight Connections, Inc. The Company’s Freight Connections, Inc. (FC) subsidiary is a defendant in an action captioned Mode Transportation, LLC v. Freight Connections, Inc., In this action, plaintiff Mode asserted three (3) causes of actions against FC for $ 51,650 52,328 FC was not aware of the lawsuit until late July 2023, whereupon it filed a (i) motion to vacate the judgment and an associated writ of garnishment served on a commercial bank; (b) a motion for sanctions against Mode’s prior counsel; and (c) a motion for a rehearing. After a two-day evidentiary hearing, FC’s motion to vacate was denied by the court. FC has advised the Company that certain of the invoices comprising the $ 52,328 Given that a court has issued a default judgment which has not yet been vacated and may never be, the Company accrued a reserve of $ 52,328 Josh Perez v. Cougar Express, Inc. An attorney for a former Cougar Express (CE) employee, Josh Perez (“Perez”), has advised CE that he has filed a charge of discrimination against CE with the U.S. Equal Employment Opportunity Commission (EEOC). Perez has previously asserted claims against CE for: gender discrimination under Title VII and the New York State Human Rights Law (“NYSHRL”); pregnancy/childbirth discrimination under Title VII of the federal Civil Rights Act of 1964, as amended; retaliation under Title VII and NYSHRL; and familial status discrimination under NYSHRL. However, FC has not received a copy, nor any notification, of the filing. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES Perez was employed by CE as a dock worker beginning on 3/8/2022 and last worked 9/27/2022. He alleges that in or around July 2022, he informed CE that he was expecting a child. Perez has not provided any details regarding the individual(s) with CE he allegedly informed. On 9/27/22, Perez requested that CE complete the employer section of his New York Paid Family Leave (“PFL”) paperwork, which CE did. Thereafter, Perez ceased communicating with CE. Further, CE did not receive any confirmation that Perez had in fact filed for PFL or that his PFL was approved. Because CE did not hear from Perez or receive any confirmation concerning his application for or approval of PFL, CE concluded that Perez had resigned. Another worker was hired to fill Perez’s former position. Then, on or about 12/27/22, Perez contacted CE attempting to return to work and was informed that there was no position for him. Cougar Express categorically denies Perez’s allegations and any purported wrongdoing. However, essentially all litigation involves defense costs and inherent uncertainties. Therefore, at present, Cougar Express is seeking to resolve this claim for nuisance value in the $10-15,000 range. However, the Company expresses no view as to whether it will, in fact, he able to resolve the claim in this range. If the claim cannot be resolved soon, Cougar express intends to vigorously defend itself on this claim (whether the EEOC acts on it or in court). Owing to the early stage of the matter, however, we cannot evaluate the likelihood of an adverse outcome or estimate the Company’s liability, if any, in connection with it. Joseph Corbisiero v. Freight Connections, Inc., TLSS and TLSS-FC On October 19, 2023, Joseph Corbisiero (“Corbisiero”) filed an action in the Superior Court of the State of New Jersey, Bergen County, against the Company’s subsidiary, Freight Connections, Inc. (“FC”), the Company, and the Company’s TLSS-FC, Inc. subsidiary. The case has been assigned # BER-L-005669-23. Corbisiero, who was then the sole stockholder of FC, sold all outstanding shares of FC capital stock to TLSS-FC effective September 16, 2022 (the “FC Closing Date”) and has acted as the CEO of FC since then. The complaint in this action contains two counts, one for the alleged breach of a $ 4,544.671.23 In the complaint, Corbisiero alleges that FC defaulted on the FC Promissory Note by failing to pay monthly interest beginning in or around August 1, 2023. Plaintiff also alleges that, by reason of its default, FC is also liable for default interest of 18% per annum plus late charges of 5% each delinquent payment, plus costs of collection The complaint also contains a single paragraph in which it is alleged that “TLSS and TLSS-FC are necessary and indispensable parties to the instant action by virtue of each entity’s express covenant and agreement to indemnify, defend, protect and hold harmless Plaintiff from and against all losses incurred by Plaintiff in connection with, among other things, any breach or nonfulfillment of any covenant or agreement on the part of TLSS-FC and TLSS under [the stock purchase and sale agreement pursuant to which, as amended, TLSS-FC (the “FC SPSA”) acquired the then-outstanding capital stock of FC].” TLSS and TLSS-FC believe they have a good-faith argument that they are not amenable to personal jurisdiction in the courts of New Jersey. In addition, TLSS is not a party of the FC SPSA and, while TLCC-FC is an assignee of the purchaser under the FC SPSA, the purchaser’s indemnification obligation thereunder (see § 7.3) is limited to alleged breaches of representations, warranties and covenants in the FC SPSA and therefore does not encompass alleged violations of the FC Promissory Note. In addition, while FC has not, in fact, paid interest on the FC Promissory Note since July 2023, FC contends that, effective August 2023 it was relieved of its obligation to pay such interest because, starting in August 2023, Corbisiero refused to engage in the purchase-price adjustment procedure mandated by Section 1.4 of the FC SPSA, pursuant to which Corbisiero was obligated, among other things, to supply accounting and other workpapers sufficient to document that the figure for FC’s March 31, 2022 working capital was calculated “using the same methodologies, principles and procedures” used in the preparation of FC’s December 31, 2020 and December 31, 2021 financial statements (SPSA § 3.5) and that all such financial statements, including the unaudited FC balance sheet as of March 31, 2022, and the related unaudited statements of operations, of shareholder’s equity and of cash flows for each of one-year periods ended December 31, 2020 and December 31, 2021, together with the related notes and schedules, “present fairly, in all material respects, the financial position and results of operations of [FC] as of the dates of such statements and for the periods covered thereby on a cash basis.” Owing to (among other things) the fact that this action has just begun, it is not possible to evaluate the likelihood of a favorable or unfavorable outcome, for FC, TLSS or TLSS-FC, nor is it possible to estimate the amount or range of any potential loss in the matter. Other than discussed above, as of September 30, 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 was appointed the Company’s Treasurer. Mr. James Giordano’s employment with the Company was at will. He received annual compensation of $ 250,000 11,363,636 125,000 0.011 2,840,909 2,840,909 125,000 250,000 125,000 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 25 800 |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS AND BALANCES | NOTE 12– RELATED PARTY TRANSACTIONS AND BALANCES Due to related parties 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, During the three and nine months ended September 30, 2023, Freight Connections recorded aggregate outside trucking expense of $ 407,744 1,649,120 348,396 115,117 Notes payable – related parties 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 5 10 307,397 4,544,671 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 12 500,000 100,000 34,027 600,000 34,027 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES |
CONCENTRATIONS
CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATIONS | NOTE 13 – CONCENTRATIONS For the nine months ended September 30, 2023, no customer represented over 10 48.2 12.1 17.5 18.6 15.0 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 | 9 Months Ended |
Sep. 30, 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 14 – OPERATING AND FINANCING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING AND FINANCING LEASE LIABILITIES As a result of the acquisition of JFK Cartage and Freight Connections, 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, Freight Connections 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 2,180,356 Effective February 1, 2023, Severance Trucking entered into a lease agreement for warehouse space in North Haven, CT. The lease is for a period of 24 8,500 60 32,000 2,180,356 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 nine months ended September 30, 2023 and 2022, in connection with its property operating leases, the Company recorded rent expense of $ 3,308,317 430,011 The significant assumption used to determine the present value of the lease liabilities was discount rates ranging from 8 9 On September 30, 2023 and December 31, 2022, right-of-use asset (“ROU”) is summarized as follows: SCHEDULE OF RIGHT OF USE ASSET September 30, 2023 December 31, 2022 Office leases and equipment right of use assets $ 13,500,093 $ 9,084,594 Less: accumulated amortization (3,009,694 ) (627,511 ) Balance of ROU assets $ 10,490,399 $ 8,457,083 On September 30, 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 September 30, 2023 December 31, 2022 Lease liabilities related to office leases and revenue equipment right of use assets $ 10,770,921 $ 8,495,036 Less: current portion of lease liabilities (3,265,828 ) (2,081,099 ) Lease liabilities – long-term $ 7,505,093 $ 6,413,937 On September 30, 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 September 30, Amount 2024 $ 4,054,375 2025 3,396,170 2026 3,017,824 2027 1,655,699 2028 295,262 Thereafter 40,493 Total minimum non-cancelable operating lease payments 12,459,823 Less: discount to fair value (1,688,902 ) Total lease liability on September 30, 2023 $ 10,770,921 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS Assignment for the benefit of creditors On October 3, 2023, the Assignee filed with the Court a Notice of Motion for Entry of an Order Approving Stipulation of Settlement Resolving Potential Avoidance Claims Against the Company, Prime EFS and Shypdirect, whereby the Company shall make a payment to the Assignee in the amount of $ 50,000 Note payable – related party 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 12 500,000 Post Closing Agreement and First Amendment to Secured Promissory Note with Severance Trucking Sellers On November 8, 2023, the Company and the Severance Trucking Sellers entered into a Post Closing Agreement and a First Amendment to Secured Promissory Note, which reflects certain posting closing adjustments to the purchase price and modifies and extends the repayment terms of the Secured Promissory Note (See Note 3 and 7). The Post Closing Agreement amends certain terms of the Stock Purchase Agreement, dated January 4, 2023 (the “SPA”), and provided for an accounting of certain post-closing obligations and accounts. Among other things, the Post-Closing Agreement provided for a reduction of $ 171,887 SCHEDULE OF SECURED PROMISSORY NOTE Payment Due Date Outstanding Interest Due (2/1/23 – 1/31/24) Regular Principal Payment Due Less: Working Total December 1, 2023 $ 47,717 $ - $ 5,283 $ - $ 53,000 January 1, 2024 - - 53,000 - 53,000 February 1, 2024 - 498 504,885 - 505,383 August 1, 2024 - 60,088 504,885 - 564,973 February 1, 2024 - 30,708 504,886 (171,887 ) 363,707 Total $ 47,717 $ 91,294 $ 1,572,939 $ (171,887 ) $ 1,540,063 FORWARD LOOKING STATEMENTS Statements made in this Form 10-Q that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “ Securities Act Exchange Act Other important factors which could cause our actual results to differ materially from the forward-looking statements in this document include, but are not limited to, those discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as those discussed elsewhere in this report and as set forth from time to time in our other public filings and public statements. You should read this report in its entirety and with the understanding that our actual future results may be materially different from what we expect. We may not update these forward-looking statements, even in the event that our situation changes in the future, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements. Risks and uncertainties We maintain our cash in bank and financial institution deposits that at times may exceed federally insured limits. On September 30, 2023, cash in bank in excess of FDIC insured levels amounted to $0. On March 12, 2023, Signature Bank, our financial institution, was closed by its state chartering authority, the New York State Department of Financial Services. On that same date the FDIC was appointed as receiver and transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that was operated by the FDIC. At the time of closing, the Company had all of its cash at Signature Bank. Based upon the announcement on March 12, 2023, from the U.S. Department of the Treasury, the U.S. Federal Reserve and the FDIC, the Company expected to have access to all of its deposits at Signature Bank. We did not lose access to our accounts or experience interruptions in banking services, and we suffered no losses with respect to our deposits at Signature Bank as a result of the bank’s closure. Normal banking activities resumed on Monday, March 13, 2023. We are currently looking at additional banking options to ensure that our exposure is limited or reduced to the FDIC protection limits. The COVID-19 pandemic and resulting global disruptions have affected our businesses, as well as those of our customers and their third-party suppliers and sellers. To serve our customers while also providing for the safety of our employees and service providers, we have adapted numerous aspects of our logistics and transportation processes. We continue to monitor the rapidly evolving situation and expect to continue to adapt our operations to address federal, state, and local standards as well as to implement standards or processes that we determine to be in the best interests of our employees, customers, and communities. The impact of the pandemic and actions taken in response to it had some effects on our results of operations. Effects of the pandemic have included increased fulfillment costs, primarily due to investments in employee hiring, pay, and benefits, as well as costs to maintain safe workplaces, and higher shipping costs. We expect to continue to be affected by possible procurement and shipping delays, supply chain interruptions, higher product demand in certain categories, lower product demand in other categories, and increased fulfillment costs and cost of sales as a percentage of net sales and it is not possible to determine the duration and spread of the pandemic or such actions, the ultimate impact on our results of operations during 2023, or whether other currently unanticipated consequences of the pandemic are reasonably likely to materially affect our results of operations. Overview Transportation and Logistics Systems, Inc. (“TLSS” 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., along with Severance Warehousing, Inc. and McGrath Trailer Leasing, Inc., and hereafter referred to as “Severance Trucking” (acquired in 2023), 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”). We are primarily an asset-based point-to-point delivery company. An asset-based delivery company, as compared to a non-asset-based delivery company, owns its own transportation equipment and employs its own drivers. As of September 30, 2023, through our active subsidiaries, we owned approximately 85 vehicles consisting of trucks, box trucks and vans, 86 trailers, and 21 forklifts, while employing approximately 65 drivers. In addition, our operations utilize the services of independent contractors, who generally use their own vehicles, on an as needed basis. Since exiting the Amazon business, we have pursued a growth by acquisitions strategy as set forth below and as such, continues to pursue potential acquisition opportunities. On November 13, 2020, we formed a wholly owned subsidiary, Shyp FX, a company incorporated under the laws of the State of New Jersey. On January 15, 2021, through Shyp FX, we executed an APA and closed a transaction to acquire substantially all of the assets and certain liabilities of DDTI, a northern New Jersey-based logistics provider specializing in servicing Federal Express over the past 25 years, including last-mile delivery services using vans and box trucks. The purchase price was $100,000 of cash and a promissory note of $400,000. The principal assets involved in the acquisition were vehicles for cargo transport, system equipment for vehicle tracking and navigation of vehicles, and delivery route rights together with assumption of associated customer relationships. We concluded that the operations of Shyp FX, which is exclusively dedicated to servicing Federal Express routes in northern New Jersey, no longer fit into our long-term growth plans. Shyp FX sold substantially all its asset and specific liabilities in a transaction that closed in June 2022. On November 16, 2020, we formed a wholly owned subsidiary, TLSSA, a company incorporated under the laws of the State of Delaware. On March 24, 2021, TLSSA acquired all the issued and outstanding shares of capital stock of Cougar Express, a New York-based full-service logistics provider specializing in pickup, warehousing, and delivery services in the tri-state area. The purchase price was $2,000,000 of cash plus cash for the acquisition of security deposits, a cash payment equal to 50% of the difference between cash and accounts receivable acquired and accounts payable assumed, less the assumption of truck loans and leases, and a promissory note of $350,000. The previous owner of Cougar Express is barred from competing with the Cougar Express business for five years. Cougar Express was a family-owned full-service transportation business that has been in operation for more than 30 years providing one-to-four person deliveries and offering white glove services. It utilizes its own fleet of trucks, warehouse/driver/office personnel and on-call subcontractors from its convenient and secure New York JFK airport area location, allowing it to pick-up and deliver throughout the New York tri-state area. Cougar Express serves a diverse base of approximately 50 commercial accounts, which are freight forwarders that work with some of the most notable retail businesses in the country. We believe that the acquisition of Cougar Express fits our current business plan, given Cougar Express’s demographic location, services offered, and diversified customer base, and given that it would provide us with a long-standing, well-run profitable operation as a step to begin replacing the revenue it lost as a result of Amazon terminating its delivery service provider business. Furthermore, we believe that, because Cougar Express is strategically based in New York and serves the tri-state area, organic growth opportunities will be available for expanding its footprint into our primary base of operations in New Jersey, as well as efficiencies that could be derived by leveraging Shypdirect’s operational capabilities. On February 21, 2021, the Company formed a wholly owned subsidiary, Shyp CX, a company incorporated under the laws of the State of New York. Shyp CX does not engage in any revenue-generating operations and is currently inactive. On August 4, 2022, the Company’s wholly-owned subsidiary, Cougar Express, closed on its acquisition of all outstanding stock of JFK Cartage, a New York-based full-service logistics provider specializing in pickup, warehousing and delivery services in the tri-state area. Joan Ton, the sole shareholder of JFK Cartage, from whom the shares were acquired, is an unrelated party (the “JFK Cartage Seller”). The effective date of the acquisition was July 31, 2022. JFK Cartage operates from a 31,000 square foot warehouse with ten drive-in doors and is strategically located approximately six miles from JFK International Airport. JFK Cartage has been in business since 2008 and has been providing warehousing, cross-dock services, pickup and deliveries, and general trucking, handling airfreight, trade show freight, expedited and hotshot demand work, LTL/cartage as well as FTL, reverse logistics, white glove and residential delivery services to a broad base of over 95 commercial accounts and residential customers. JFK Cartage operates a wide-ranging fleet of specialty vehicles, from its Sprinter vans to full 53-ft. tractor trailers. JFK Cartage, with its assets, fleet and warehouse is believed to be one of the largest leading cartage agents serving the New York Tri-State area. Pursuant to the Stock Purchase and Sale Agreement with Cougar Express and JFK Cartage dated May 24, 2022, the purchase price was $1,700,000, subject to certain adjustments. The Company: (i) paid $405,712 in cash at closing; and (ii) JFK Cartage entered into a $696,935 promissory note with the JFK Cartage Seller, $98,448 of which is payable weekly, in the amount of 25% of accounts receivable collected, but in any event, no later than October 4, 2022. This amount was paid prior to December 31, 2022. The remaining balance of $598,487 was payable in three annual installments of $199,496, with interest at 5.0% percent per annum on July 31, 2023, July 31, 2024 and July 31, 2025, respectively. On August 28, 2023 and effective on July 31, 2023, the Company and the JFK Cartage Seller entered into a First Amendment to Secured Promissory Note (the “Amended Note”) to extend the first annual installment due on July 31, 2023, Pursuant to the Amended Note, the Company shall pay: (i) An interest payment in the amount of $6,50I (which was paid) no later than July 28, 2023: (ii) 23 equal weekly payments of interest only, each in the amount of $l,571 (each a “Weekly Interest Payment”) payable commencing on July 28, 2023, with the last Weekly Interest Payment due on or before December 29, 2023; (iii) $199,495.67 shall. be payable on December 31, 2023; (iv) $199,495.67 shall be payable on July 31, 2024, plus interest at 5% per annum for the 7 months of January 2024 through July 2024, in (v) $l99,499.68 payable on July 31, 2025 plus interest at 5% per annum for the 12 months from August 2024 through July 2025 in the total amount of $9,975. Additionally, Cougar Express agreed to pay the $503,065 Small Business Administration (“SBA”) loan that existed on the books of JFK Cartage, which was paid in August 2022; and (iv) agreed to pay certain accrued liabilities and other notes payable that exists on the books of JFK Cartage. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $1,102,647, which includes cash of $405,712 plus the $696,935 promissory note that is in the name of JFK Cartage. The purchase consideration amount did not include the SBA loan of $503,065 and accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation. Effective September 16, 2022, the Company’s newly formed wholly-owned subsidiary, TLSS-FC, closed on an acquisition of all outstanding stock of Freight Connections, a company offering an array of transportation, warehousing, consolidating, distribution, and local cartage services throughout the New York tri-state area. Joseph Corbisiero, the sole shareholder of Freight Connections, from whom the shares were acquired (the “Freight Connections Seller”), is an unrelated party. Freight Connections was founded in 2016 and is a transportation and logistics carrier headquartered in Ridgefield Park, New Jersey. Freight Connections currently operates with 30 power units and 50 trailers, including dry vans, pups, flatbeds, step decks, and double drop trailers out of three buildings in the area with 200,000 square feet of warehouse and cross dock space, strategically located within one mile of each other. Freight Connections offers customers an array of services including truckload, LTL, and consolidating of cartage, construction-trade, air, and rail freight, as well as warehousing and distribution services. Prior to the closing, the Company, TLSSA and Freight Connections Seller entered into an amendment to their Stock Purchase and Sale Agreement, dated as of May 23, 2022 (the “Amended SPA”), and TLSSA assigned its interest in the Amended SPA to TLSS-FC. Pursuant to the Amended SPA, the total purchase price was $9,365,000, subject to certain adjustments. TLSS-FC: (i) paid $1,525,000 in cash at closing, (ii) Freight Connections entered into a $4,544,671 secured promissory note with the Freight Connections Seller, with interest accruing at the rate of 5% per annum and then 10% per annum as of March 1, 2023 (The entire unpaid principal under the note, together with all accrued and unpaid interest thereon and all other amounts payable thereunder, shall be due and payable in one balloon payment on December 31, 2023, unless paid sooner. The promissory note is secured solely by the assets of Freight Connections), and (iii) assumed certain debt. The Company issued to the Freight Connections Seller 178,911,844 shares of the Company’s common stock and 32,374 shares of the Company’s Series H preferred stock which is convertible into an aggregate of 323,740,000 shares of the Company’s common stock based on a conversion of 10,000 shares of common stock for each share of Series H preferred stock outstanding. The common stock and the as if converted number of Series H preferred stock were valued at $0.0059 per share based on the quoted closing price of the Company’s common stock on the measurement date, for an aggregate fair value of $2,965,646. The number of shares was calculated as follows: (a) shares of common stock of the Company equal to no more than 4.99% of the number of shares of common stock outstanding immediately after such issuance, and (b) the balance of the shares in Series H Convertible Preferred Stock, a new series of non-voting, convertible preferred stock issuable to sellers in connection with acquisitions or strategic transactions approved by a majority of the directors of the Company. TLSS-FC agreed to pay certain accrued liabilities and other notes payable that exist on the books of Freight Connections and agreed to pay the $4,544,671 secured promissory note which is in the name of Freight Connections. For accounting purposes, the total purchase consideration paid, after closing adjustments, was deemed to be $9,035,317 which includes (i) cash paid of $1,525,000, (ii) the aggregate fair value of common shares and Series H preferred shares issued to Freight Connections Seller of $2,965,646, and (iii) the $4,544,671 secured promissory note in the name of Freight Connections. The purchase consideration amount does not include accrued liabilities and other notes payable which were treated as assumed liabilities in the purchase price allocation. On February 3, 2023, our newly formed wholly-owned subsidiary, TLSS-STI, closed on an acquisition of all outstanding stock of Severance Trucking Co., Inc., Severance Warehousing, Inc. and McGrath Trailer Leasing, Inc., which together, offer LTL trucking services throughout New England (collectively, “Severance Trucking”), with an effective date as of the close of business on January 31 2023. The sellers of the stock of each entity were Kathryn Boyd, Clyde Severance, and Robert Severance, all individuals (the “Sellers”). None of the Sellers are affiliated with the Company or its affiliates. Severance is a privately-owned full-service transportation carrier and logistics business that has been in operation for over 100 years specializing in LTL trucking that provides next day service to major cities in New England and New York, with cartage and interline agreements with respected carriers that ensure reliable deliveries anywhere in the United States and Canada. With annual revenues of over $13.0 million in 2022, Severance currently operates with over 120 power units and trailers and has two locations, comprised of approximately 18,000 square feet of warehouse and cross dock space, 9,000 square feet of office and 5,750 square feet of repair facilities located in Dracut, Massachusetts and approximately 16,000 square feet of warehouse space in North Haven, Connecticut. The total purchase price was $2,250,000 plus closing expenses of $36,525. TLSS-STI: (i) paid $713,586 in cash, and (ii) entered into a $1,572,939 secured promissory note with the Seller, with interest accruing at the rate of 12% per annum. The entire unpaid principal under the note, was due and payable in three (3) equal payments on August 1, 2023, February 1, 2024, and August 1, 2024, respectively, together with all accrued and unpaid interest thereunder, unless paid sooner. On November 8, 2023, the Company and the Sellers entered into a Post Closing Agreement and a First Amending to Secured Promissory Note, which amends certain terms of the Stock Purchase Agreement, dated January 4, 2023 (the “SPA”), and provided for an accounting of certain post-closing obligations and accounts. Among other things, the Post-Closing Agreement provided for a reduction of $171,887 in the principal amount payable under the purchase price promissory note due to a post-closing adjustment of closing date working capital; an extension of the maturity date of the purchase price promissory note from August 1, 2024 to February 1, 2025, with adjustment to its payment schedule (See Note 15 – Subsequent Events). The promissory note is secured solely by the assets of Severance and a corporate guaranty from TLSS. The following discussion highlights the results of our operations and the principal factors that have affected the Company’s consolidated financial condition as well as its liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the consolidated financial condition and results of operations presented herein. The following discussion and analysis are based on the consolidated financial statements contained in this Annual Report, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such consolidated financial statements and the related notes thereto. Critical Accounting Policies and Significant Accounting Estimates The methods, estimates, and judgments that we use in applying our accounting policies have a significant impact on the results that we report in our consolidated financial statements. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates regarding matters that are inherently uncertain. Significant estimates included in the accompanying 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. We have identified the accounting policies below as critical to our business operation: Accounts receivable Accounts receivable is presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit worthiness, and current economic trends. Accounts are written off after exhaustive efforts at collection. Business acquisitions We account for business acquisitions using the acquisition method of accounting where the assets acquired and liabilities assumed are recognized based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of certain acquired assets and liabilities is subjective in nature and often involves the use of significant estimates and assumptions, including, but not limited to, the selection of appropriate valuation methodology, projected revenue, expenses, and cash flows, weighted average cost of capital, discount rates, and estimates of terminal values. Business acquisitions are included in our consolidated financial statements as of the date of the acquisition. Property and equipment Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives of one to twenty years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Revenue equipment acquired through acquisitions is generally revalued to current market values as of the acquisition date. Assets obtained more than a year prior to the acquisition by the acquired company are depreciated on a straight-line basis aligned with the remaining period of expected use, whereas those obtained less than a year prior are depreciated consistent with newly purchased assets. In addition to purchasing new revenue equipment, the Company may rebuild the engines of its tractors. Because rebuilding an engine increases its useful life, the Company capitalizes these costs and depreciates the cost over the remaining useful life of the unit. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Goodwill and other intangible assets Intangible assets are carried at cost less accumulated amortization, computed using the straight-line method over the estimated useful life, less any impairment charges. The Company’s business acquisitions typically result in the recording of goodwill and other intangible assets, which affect the amount of amortization expense and possibly impairment write-downs that the Company may incur in future periods. 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 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. Impairment of long-lived assets In accordance with ASC Topic 360, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Leases On January 1, 2019, we adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of the asset. We will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, we use an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the unaudited condensed consolidated statements of operations. Revenue recognition and cost of revenue We adopted 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. We recognize revenues and the related direct costs of such revenue which generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees, as of the date the freight is delivered which is when the performance obligation is satisfied. In accordance with ASC Topic 606, we recognize revenue on a gross basis. Our payment terms are generally net 30 days from acceptance of delivery. We do not incur incremental costs obtaining service orders from our customers, however, if we did, because all of our customer contracts are less than a year in duration, any contract costs incurred would be expensed rather than capitalized. The revenue that we recognize arises from deliveries of freight on behalf of the Company’s customers. Primarily, our performance obligations under these service orders correspond to each delivery of freight that we make under the service agreements. Control of the freight transfers to the recipient upon delivery. Once this occurs, we have satisfied its performance obligation and we recognize revenue. We cover a 100-mile radius around each of our 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. Our revenues are primarily derived from the transportation services we provide through the delivery of goods over the duration of a shipment. The bill of lading is a legally enforceable agreement between two parties, and where collectability is probable this document serves as the contract as our basis to recognized revenue under ASC 606- Revenue Recognition. We have elected to expense initial direct costs as incurred because the average shipment cycle is less five days. We recognize revenue and substantially all the purchased transportation expenses on a gross basis. Direct costs of such revenue generally include compensation and related benefits, gas costs, insurance, parking and tolls, truck rental fees, and maintenance fees. We direct the use of the transportation service provided and remain responsible for the complete and proper shipment. We recognize revenue for our performance obligations under our customer contracts over time, as our customers receive the benefits of the services in accordance with ASC 606- Revenue Recognition. Inherent within the Company’s revenue recognition practices are estimates for revenue associated with shipments in transit. For shipments in transit, we record revenue based on the percentage of service completed as of the period end and recognize delivery costs as incurred. The percentage of service completed for each shipment is based on how far along in the shipment cycle e |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 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 results of operations for the 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, TLSS Operations Holding, TLSS-CE, 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 unaudited 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 $ 6,792,702 3,789,975 2,127,806 2,839,677 134,775,847 11,680,875 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES |
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 September 30, 2023, the Company had no cash in the 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 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 continually reviews its 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. |
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 in a business combination, 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 September 30, 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 September 30, 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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES |
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 September 30, 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. |
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 years |
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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES |
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 nine months ended September 30, 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. |
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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 September 30, 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 nine months ended September 30, 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 September 30, 2023 September 30, 2022 Stock warrants 948,452,679 1,258,008,109 Stock options 80,000 80,000 Series E convertible preferred stock 95,238,667 28,571,600 Series G convertible preferred stock 2,377,500,000 575,000,000 Series H convertible preferred stock 323,740,000 323,740,000 Antidilutive securities excluded from computation of earnings per share 3,745,011,346 2,185,399,709 |
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. TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES |
Reclassification | Reclassification Certain reclassifications have been made in the consolidated financial statements to conform to the current period presentation. Such reclassifications had no impact on the Company’ previously reported consolidated financial position or results of operations. Specifically, on the consolidated balance sheets, a note payable was reclassified from notes payable to the notes payable – related parties, and on the consolidated statements of operations, certain interest expense was reclassified from interest expense to interest expense – related parties. Additionally, on the consolidated statements of operations, depreciation and amortization expenses have been reclassified from general and administrative expenses and are shown separately as part of operating expenses, and the line item, gross profit, has been eliminated. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 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 September 30, 2023 September 30, 2022 Stock warrants 948,452,679 1,258,008,109 Stock options 80,000 80,000 Series E convertible preferred stock 95,238,667 28,571,600 Series G convertible preferred stock 2,377,500,000 575,000,000 Series H convertible preferred stock 323,740,000 323,740,000 Antidilutive securities excluded from computation of earnings per share 3,745,011,346 2,185,399,709 |
ACQUISITIONS AND DISPOSITION (T
ACQUISITIONS AND DISPOSITION (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended For the Nine Months Ended Net Revenues $ 16,366,511 $ 23,616,402 Net Loss $ (7,118,009 ) $ (2,583,829 ) Net Loss Attributable to Common Shareholders $ (7,528,395 ) $ (2,901,100 ) Net Loss per Share $ (0.00 ) $ (0.00 ) |
Two Thousand Twenty Three 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 Other assets Prepaid expenses and other assets 25,454 Property and equipment, net 1,186,198 Right of use assets Financing lease right of use assets 457,239 Intangible assets 430,152 Other intangible assets Goodwill Total assets acquired at fair value 3,143,400 Liabilities assumed: Notes payable 23,000 Accounts payable and accrued expenses 376,636 Accrued expenses Lease liabilities 457,239 Total liabilities assumed 856,875 Net assets acquired $ 2,286,525 Purchase consideration paid: Cash paid $ 713,586 Promissory note 1,572,939 Total purchase consideration paid $ 2,286,525 |
Two Thousand Twenty Two 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) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | On September 30, 2023 and December 31, 2022, accounts receivable, net consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE September 30, 2023 December 31, 2022 Accounts receivable $ 2,856,725 $ 2,523,778 Allowance for doubtful accounts for estimated losses (819,427 ) (464,452 ) Accounts receivable, net $ 2,037,298 $ 2,059,326 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | On September 30, 2023 and December 31, 2022, property and equipment consisted of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Useful Life September 30, 2023 December 31, 2022 Revenue equipment 3 20 $ 3,003,653 $ 1,316,518 Machinery and equipment 1 10 568,136 440,863 Office equipment and furniture 1 3 116,460 106,172 Leasehold improvements 1 3 63,710 22,329 Subtotal 3,751,959 1,885,882 Less: accumulated depreciation (655,369 ) (278,670 ) Property and equipment, net $ 3,096,590 $ 1,607,212 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS | On September 30, 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 $ 3,794,595 $ 759,139 $ 3,035,456 Covenants not to compete 3 5 1,503,487 313,226 1,190,261 Other intangible assets 1 25,000 25,000 - Intangible assets net $ 5,323,082 $ 1,097,365 $ 4,225,717 TRANSPORTATION AND LOGISTICS SYSTEMS, INC. AND SUBSIDIARIES 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 FUTURE AMORTIZATION OF INTANGIBLE ASSETS | On September 30, 2023 and December 31, 2022, goodwill consisted of the following: SCHEDULE OF GOODWILL Useful life September 30, 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 nine months ended September 30, 2023 and 2022, amortization of intangible assets amounted to $806,111 and $409,047, respectively. Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending September 30: Amount 2024 $ 1,054,461 2025 1,054,461 2026 1,054,461 2027 1,013,895 2028 48,439 Total $ 4,225,717 |
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS | Amortization of intangible assets attributable to future periods is as follows: SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS Year ending September 30: Amount 2024 $ 1,054,461 2025 1,054,461 2026 1,054,461 2027 1,013,895 2028 48,439 Total $ 4,225,717 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Payable | |
SCHEDULE OF NOTES PAYABLE | On September 30, 2023 and December 31, 2022, notes payable consisted of the following: SCHEDULE OF NOTES PAYABLE September 30, 2023 December 31, 2022 Principal amounts $ 3,303,363 $ 1,239,906 Less: current portion of notes payable (1,578,651 ) (408,407 ) Notes payable – long-term $ 1,724,712 $ 831,499 |
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE | As of September 30, 2023, future maturities of notes payable are as follows: SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE Year ending September 30: Amount 2024 $ 1,578,651 2025 1,036,541 2026 451,351 2027 165,542 2028 71,278 Total $ 3,303,363 |
SHAREHOLDERS_ EQUITY (DEFICIT)
SHAREHOLDERS’ EQUITY (DEFICIT) (Tables) | 9 Months Ended |
Sep. 30, 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 34,170,054 0.004 Forfeited (1,238,095 ) (0.005 ) Shares vested (55,540,101 ) (0.008 ) Non-vested, September 30, 2023 68,986,682 $ 0.010 |
SUMMARY OF WARRANT ACTIVITIES | Warrant activities for the nine months ended September 30, 2023 are summarized as follows: SUMMARY OF WARRANT ACTIVITIES Number of Shares Weighted Weighted Average Aggregate Balance Outstanding December 31, 2022 1,258,008,109 $ 0.014 3.80 $ 0 Exercised (309,555,430 ) (0.002 ) - - Balance Outstanding September 30, 2023 948,452,679 $ 0.008 3.06 $ 0 Exercisable, September 30, 2023 948,452,679 $ 0.008 3.06 $ 0 |
SUMMARY OF STOCK OPTION ACTIVITIES | Stock option activities for the nine months ended September 30, 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 September 30, 2023 80,000 $ 8.85 0.59 $ - Exercisable, September 30, 2023 80,000 $ 8.85 0.59 $ - |
OPERATING AND FINANCING LEASE_2
OPERATING AND FINANCING LEASE RIGHT-OF-USE (“ROU”) ASSETS AND OPERATING AND FINANCING LEASE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Operating And Financing Lease Right-of-use Rou Assets And Operating And Financing Lease Liabilities | |
SCHEDULE OF RIGHT OF USE ASSET | On September 30, 2023 and December 31, 2022, right-of-use asset (“ROU”) is summarized as follows: SCHEDULE OF RIGHT OF USE ASSET September 30, 2023 December 31, 2022 Office leases and equipment right of use assets $ 13,500,093 $ 9,084,594 Less: accumulated amortization (3,009,694 ) (627,511 ) Balance of ROU assets $ 10,490,399 $ 8,457,083 |
SCHEDULE OF OPERATING LEASE LIABILITY TO ROU ASSET | On September 30, 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 September 30, 2023 December 31, 2022 Lease liabilities related to office leases and revenue equipment right of use assets $ 10,770,921 $ 8,495,036 Less: current portion of lease liabilities (3,265,828 ) (2,081,099 ) Lease liabilities – long-term $ 7,505,093 $ 6,413,937 |
SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES | On September 30, 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 September 30, Amount 2024 $ 4,054,375 2025 3,396,170 2026 3,017,824 2027 1,655,699 2028 295,262 Thereafter 40,493 Total minimum non-cancelable operating lease payments 12,459,823 Less: discount to fair value (1,688,902 ) Total lease liability on September 30, 2023 $ 10,770,921 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
SCHEDULE OF SECURED PROMISSORY NOTE | SCHEDULE OF SECURED PROMISSORY NOTE Payment Due Date Outstanding Interest Due (2/1/23 – 1/31/24) Regular Principal Payment Due Less: Working Total December 1, 2023 $ 47,717 $ - $ 5,283 $ - $ 53,000 January 1, 2024 - - 53,000 - 53,000 February 1, 2024 - 498 504,885 - 505,383 August 1, 2024 - 60,088 504,885 - 564,973 February 1, 2024 - 30,708 504,886 (171,887 ) 363,707 Total $ 47,717 $ 91,294 $ 1,572,939 $ (171,887 ) $ 1,540,063 |
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 | |||||||
Severance Trucking [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Area of land | 18,000 | |||||||
TLSSSTI [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Annual revenues | $ | $ 13 | |||||||
Area of land | 9,000 | |||||||
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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,745,011,346 | 2,185,399,709 |
Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 948,452,679 | 1,258,008,109 |
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 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 | 95,238,667 | 28,571,600 |
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 | 2,377,500,000 | 575,000,000 |
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 | 323,740,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property, Plant and Equipment [Line Items] | |||||||||
Net Loss | $ 2,667,995 | $ 2,478,791 | $ 1,645,916 | $ 1,043,778 | $ 708,966 | $ 2,037,231 | $ 6,792,702 | $ 3,789,975 | |
Net cash used in operations | 2,127,806 | $ 2,839,677 | |||||||
Accumulated deficit | 134,775,847 | 134,775,847 | $ 127,510,099 | ||||||
Working capital deficit | $ 11,680,875 | $ 11,680,875 | |||||||
Minimum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property and equipment, estimated useful lives | 1 year | 1 year | |||||||
Maximum [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Property and equipment, estimated useful lives | 20 years | 20 years |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 16, 2022 | Aug. 04, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Cash | $ 196,527 | |||
Accounts receivable, net | 2,190,707 | |||
Other assets | 635,257 | |||
Property and equipment | 1,341,813 | |||
Right of use assets | 9,084,594 | |||
Other intangible assets | 5,644,956 | |||
Goodwill | 2,105,879 | |||
Total assets acquired at fair value | 21,199,733 | |||
Notes payable | 1,113,982 | |||
Accounts payable and accrued expenses | 433,461 | |||
Accrued expenses | (429,732) | |||
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 | |||
Notes payable | (1,113,982) | |||
Accounts payable | (433,461) | |||
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 | 430,152 | |||
Total assets acquired at fair value | 3,143,400 | |||
Notes payable | 23,000 | |||
Accounts payable and accrued expenses | 376,636 | |||
Lease liabilities | 457,239 | |||
Total liabilities assumed | 856,875 | |||
Net asset acquired | 2,286,525 | |||
Cash paid | 713,586 | |||
Promissory note | 1,572,939 | |||
Total purchase consideration paid | 2,286,525 | |||
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 | |||
Other assets | 206,591 | |||
Property and equipment | 44,839 | |||
Right of use assets | 1,172,972 | |||
Other intangible assets | 752,025 | |||
Goodwill | 502,642 | |||
Total assets acquired at fair value | 2,989,164 | |||
Notes payable | 515,096 | |||
Accounts payable and accrued expenses | 10,559 | |||
Accrued expenses | (187,890) | |||
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 | ||
Notes payable | (515,096) | |||
Accounts payable | (10,559) | |||
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 | |||
Other assets | 428,666 | |||
Property and equipment | 1,296,974 | |||
Right of use assets | 7,911,622 | |||
Other intangible assets | 4,892,931 | |||
Goodwill | 1,603,237 | |||
Total assets acquired at fair value | 18,210,569 | |||
Notes payable | 598,886 | |||
Accounts payable and accrued expenses | 422,902 | |||
Accrued expenses | (241,842) | |||
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 | |||
Notes payable | (598,886) | |||
Accounts payable | (422,902) | |||
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 ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net Revenues | $ 16,366,511 | $ 23,616,402 |
Net Loss | (7,118,009) | (2,583,829) |
Net Loss Attributable to Common Shareholders | $ (7,528,395) | $ (2,901,100) |
Net Loss per Share | $ 0 | $ 0 |
ACQUISITIONS AND DISPOSITION (D
ACQUISITIONS AND DISPOSITION (Details Narrative) | 3 Months Ended | 6 Months Ended | 9 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 ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Mar. 31, 2023 ft² | Mar. 01, 2023 | Feb. 03, 2023 ft² | Oct. 31, 2022 | |
Business Acquisition [Line Items] | |||||||||||||||||
Square foot | ft² | 16,000 | 16,000 | |||||||||||||||
Principal amount payable | $ 171,887 | $ 171,887 | |||||||||||||||
Total purchase consideration paid | $ 10,137,964 | ||||||||||||||||
Cash paid | 1,930,712 | ||||||||||||||||
Periodic interest percetange | 6% | ||||||||||||||||
Total purchase price | $ 2,965,646 | ||||||||||||||||
Gain loss on sale of assets | $ (2,714) | (720) | $ 293,975 | ||||||||||||||
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 | 36,525 | ||||||||||||||||
Cash | 713,586 | 713,586 | |||||||||||||||
Notes Payable, Current | $ 1,572,939 | $ 1,572,939 | |||||||||||||||
Interest rate percentage | 12% | ||||||||||||||||
Severance Trucking [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Square foot | ft² | 18,000 | ||||||||||||||||
Total purchase consideration paid | $ 2,286,525 | ||||||||||||||||
Cash paid | 713,586 | ||||||||||||||||
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 | ||||||||||||||||
Shares price | $ / shares | $ 0.0059 | ||||||||||||||||
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 | ||||||||||||||||
Conversion of stock issued | shares | 10,000 | ||||||||||||||||
Shares price | $ / shares | $ 0.0059 | ||||||||||||||||
Conversion of stock amount | $ 2,965,646 |
SCHEDULE OF ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Oct. 31, 2022 |
Receivables [Abstract] | |||
Accounts receivable | $ 2,856,725 | $ 2,523,778 | $ 255,000 |
Allowance for doubtful accounts for estimated losses | (819,427) | (464,452) | |
Accounts receivable, net | $ 2,037,298 | $ 2,059,326 | $ 28,333 |
ACCOUNTS RECEIVABLE AND NOTE _3
ACCOUNTS RECEIVABLE AND NOTE RECEIVABLE (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 31, 2022 | |
Receivables [Abstract] | ||||
Bad debt expense (recovery) | $ 81,872 | |||
Due from related parties | $ 283,333 | $ 283,333 | ||
Accounts receivable gross current | 2,856,725 | 2,523,778 | 255,000 | |
Accounts receivable net current | $ 2,037,298 | 2,059,326 | $ 28,333 | |
Interest rate | 6% | |||
Account interest receivable | 2,833 | |||
Interest income | $ 31,166 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 3,751,959 | $ 1,885,882 |
Less: accumulated depreciation | (655,369) | (278,670) |
Property and equipment, net | $ 3,096,590 | 1,607,212 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, useful life | 1 year | |
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 | $ 3,003,653 | 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 | $ 568,136 | 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 ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Jun. 21, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Net book value | $ 257,306 | ||
Depreciation expense | $ 376,699 | $ 123,503 |
SCHEDULE OF INTANGIBLE ASSETS (
SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 5,323,082 | $ 4,892,931 |
Accumulated Amortization | 1,097,365 | 291,254 |
Net finite intangible assets | 4,225,717 | 4,601,677 |
Customer Relations [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 3,794,595 | 3,364,444 |
Accumulated Amortization | 759,139 | 196,259 |
Net finite intangible assets | $ 3,035,456 | $ 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 | 313,226 | 87,703 |
Net finite intangible assets | $ 1,190,261 | $ 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 | 25,000 | 7,292 |
Net finite intangible assets | $ 17,708 | |
Intangible assets, useful life | 1 year | 1 year |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION OF INTANGIBLE ASSETS (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2022 | ||
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill Total | [1] | $ 2,105,879 | $ 2,105,879 |
Goodwill, useful life | |||
2024 | $ 1,054,461 | ||
2025 | 1,054,461 | ||
2026 | 1,054,461 | ||
2027 | 1,013,895 | ||
2028 | 48,439 | ||
Total | $ 4,225,717 | $ 4,601,677 | |
[1]$ 502,642 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment | $ 502,642 | $ 502,642 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Goodwill | $ 2,105,879 | $ 2,105,879 |
Severance Trucking [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets current | 430,152 | |
Goodwill | $ 430,152 | |
JFK Cartage and Freight Connections [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets current | 7,750,835 | |
Goodwill | 2,105,879 | |
Increase decrease in intangible assets current | $ 5,644,956 |
SCHEDULE OF NOTES PAYABLE (Deta
SCHEDULE OF NOTES PAYABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | ||
Notes payable – long-term | $ 1,724,712 | $ 831,499 |
Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Principal amounts | 3,303,363 | 1,239,906 |
Less: current portion of notes payable | (1,578,651) | (408,407) |
Notes payable – long-term | $ 1,724,712 | $ 831,499 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OF NOTES PAYABLE (Details) | Sep. 30, 2023 USD ($) |
Notes Payable | |
2024 | $ 1,578,651 |
2025 | 1,036,541 |
2026 | 451,351 |
2027 | 165,542 |
2028 | 71,278 |
Total | $ 3,303,363 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Jul. 31, 2025 | Jul. 31, 2024 | Jul. 28, 2023 | Jan. 31, 2023 | Oct. 04, 2022 | Aug. 04, 2022 | Jul. 31, 2022 | Jul. 31, 2022 | Aug. 31, 2024 | Dec. 31, 2023 | Nov. 08, 2023 | Sep. 30, 2023 | Sep. 08, 2023 | Jul. 13, 2023 | Apr. 14, 2023 | Apr. 01, 2023 | Mar. 01, 2023 | Jan. 17, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Sep. 22, 2022 | Sep. 16, 2022 | Jul. 07, 2022 |
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Debt instrument interest rate | 6% | ||||||||||||||||||||||
Interest payment amount | $ 571 | $ 6,501 | |||||||||||||||||||||
Merchant loan due | $ 283,333 | $ 283,333 | |||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Debt principal balance | $ 171,887 | ||||||||||||||||||||||
Debt instrument interest rate | 5% | 5% | |||||||||||||||||||||
Annual princial payment | $ 99,499.68 | $ 199,495.67 | $ 199,495.67 | ||||||||||||||||||||
Totak amount payable | $ 9,975 | $ 11,637.25 | |||||||||||||||||||||
Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes payable | $ 83,398 | $ 278,085 | $ 53,275 | $ 50,634 | $ 196,700 | $ 61,979 | $ 46,416 | ||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Debt principal balance | $ 598,487 | 598,487 | |||||||||||||||||||||
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 | $ 2,107 | $ 5,762 | $ 1,379 | $ 1,254 | $ 1,645 | ||||||||||||||||||
JFK Cartage [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Remaining balance | $ 598,487 | ||||||||||||||||||||||
Annual installments | $ 199,496 | ||||||||||||||||||||||
Debt instrument interest rate | 5% | 25% | 10% | ||||||||||||||||||||
Totak amount payable | $ 98,448 | ||||||||||||||||||||||
JFK Cartage [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Promissory notes | 696,935 | $ 696,935 | |||||||||||||||||||||
Debt instrument, description | The principal amount of $98,448 was 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 | ||||||||||||||||||||||
Debt principal balance | 98,448 | $ 98,448 | |||||||||||||||||||||
Remaining balance | 598,487 | ||||||||||||||||||||||
Annual installments | $ 199,496 | $ 199,496 | |||||||||||||||||||||
Debt instrument interest rate | 5% | 5% | |||||||||||||||||||||
JFK Cartage [Member] | SBA Loan [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | $ 500,000 | $ 500,000 | |||||||||||||||||||||
JFK Cartage [Member] | Equipment Notes Payable One [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | $ 15,096 | $ 15,096 | 2,846 | 9,605 | |||||||||||||||||||
JFK Cartage [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | 36,827 | 42,424 | |||||||||||||||||||||
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, was 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 | 18,325 | ||||||||||||||||||||||
Freight Connections [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Promissory notes | $ 4,544,671 | ||||||||||||||||||||||
Debt principal balance | 4,544,671 | 4,544,671 | $ 15,612 | ||||||||||||||||||||
Debt instrument interest rate | 10% | 5% | |||||||||||||||||||||
Notes payable | $ 4,544,671 | ||||||||||||||||||||||
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 | 404,445 | 533,669 | $ 583,274 | ||||||||||||||||||||
Freight Connections [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | 46,183 | $ 55,720 | |||||||||||||||||||||
Cougar Express [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | 175,156 | ||||||||||||||||||||||
Severance Trucking [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | 45,227 | ||||||||||||||||||||||
Severance Trucking One [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | 48,863 | ||||||||||||||||||||||
Severance Trucking Two [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | 270,667 | ||||||||||||||||||||||
Severance Trucking Three [Member] | Equipment Notes Payable One [Member] | Promissory Notes [Member] | |||||||||||||||||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||||||||||||||||
Notes and loans payable | $ 83,398 |
NOTES PAYABLE _ RELATED PARTI_2
NOTES PAYABLE – RELATED PARTIES (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Apr. 14, 2023 | Sep. 30, 2023 | Apr. 21, 2023 | Apr. 17, 2023 | Mar. 01, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Sep. 16, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||||||
Debt instrument interest rate | 6% | |||||||
Unsecured senior debt | $ 1,000,000 | |||||||
Credit facility, intesrest rate | 12% | |||||||
Interest expense | $ 34,027 | |||||||
Director [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Unsecured senior debt | $ 500,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Unsecured senior debt | $ 100,000 | |||||||
Freight Connections [Member] | Promissory Notes [Member] | ||||||||
Restructuring Cost and Reserve [Line Items] | ||||||||
Promissory notes | $ 4,544,671 | |||||||
Debt instrument interest rate | 10% | 5% | ||||||
Interest expense debt | 307,397 | |||||||
Debt instrument, face amount | 4,544,671 | $ 4,544,671 | $ 15,612 | |||||
Interest expense | $ 600,000 |
SUMMARY OF ACTIVITY RELATED TO
SUMMARY OF ACTIVITY RELATED TO NON-VESTED SHARES (Details) | 9 Months Ended |
Sep. 30, 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 | 34,170,054 |
Weighted Average Grant Date Fair Value Granted | $ / shares | $ 0.004 |
Number of Non Vested Shares forfeited | shares | (1,238,095) |
Weighted Average Grant Date Fair Value forfeited | $ / shares | $ (0.005) |
Number of Non Vested Shares Vested | shares | (55,540,101) |
Weighted Average Grant Date Fair Value Shares Vested | $ / shares | $ (0.008) |
Number of Non Vested Shares Ending | shares | 68,986,682 |
Weighted Average Grant Date Fair Value Ending | $ / shares | $ 0.010 |
SUMMARY OF WARRANT ACTIVITIES (
SUMMARY OF WARRANT ACTIVITIES (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants Balance Outstanding Beginning | 1,258,008,109 | |
Weighted Average Exercise Price Balance Outstanding Beginning | $ 0.014 | |
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Beginning | 3 years 9 months 18 days | |
Aggregate Intrinsic Value Balance Outstanding Beginning | $ 0 | $ 0 |
Number of Warrants exercises | (309,555,430) | |
Weighted Average Exercise Price Exercises | $ (0.002) | |
Number of Warrants Balance Outstanding ending | 948,452,679 | 1,258,008,109 |
Weighted Average Exercise Price Balance Outstanding ending | $ 0.008 | $ 0.014 |
Weighted Average Remaining Contractual Term (Years) Balance Outstanding Ending | 3 years 21 days | |
Number of Warrants Exercisable Ending Balance | 948,452,679 | |
Weighted Average Exercise Price Exercisable Ending Balance | $ 0.008 | |
Weighted Average Remaining Contractual Term (Years) Exercisable Ending Balance | 3 years 21 days | |
Aggregate Intrinsic Value Exercisable Ending Balance | $ 0 |
SUMMARY OF STOCK OPTION ACTIVIT
SUMMARY OF STOCK OPTION ACTIVITIES (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 7 months 2 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 | 7 months 2 days | |
Aggregate Intrinsic Value, exercisable |
SHAREHOLDERS_ EQUITY (DEFICIT_2
SHAREHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2023 | Jul. 31, 2023 | Jul. 17, 2023 | Jun. 29, 2023 | Jun. 22, 2023 | Jan. 23, 2023 | Jan. 03, 2023 | Sep. 20, 2022 | Sep. 16, 2022 | Apr. 30, 2022 | Mar. 31, 2022 | Mar. 11, 2022 | Mar. 04, 2022 | Feb. 01, 2022 | Jan. 25, 2022 | Dec. 28, 2021 | Jun. 22, 2021 | Jun. 22, 2021 | Oct. 06, 2020 | Jul. 20, 2020 | Jul. 27, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Jan. 19, 2022 | Aug. 31, 2019 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 619,111 | $ 245,714 | ||||||||||||||||||||||||||||||
Accrued dividends | $ 173,914 | $ 173,914 | $ 173,914 | $ 161,092 | ||||||||||||||||||||||||||||
Number of share issued | 1,000,000 | |||||||||||||||||||||||||||||||
Accrued dividends payable | $ 539,788 | $ 539,788 | $ 539,788 | $ 385,009 | ||||||||||||||||||||||||||||
Shares acquisitions, value | $ 2,965,646 | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | 10,000,000,000 | ||||||||||||||||||||||||||||
Professional fees | $ 370,105 | 259,597 | $ 1,349,469 | 948,094 | ||||||||||||||||||||||||||||
Accretion of stock-based compensation | 349,314 | 1,221,077 | ||||||||||||||||||||||||||||||
Unrecognized compensation expense | $ 197,281 | 197,281 | $ 197,281 | |||||||||||||||||||||||||||||
Remaining vesting period | 1 year | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 349,314 | 1,221,077 | ||||||||||||||||||||||||||||||
Additional paid in capital | $ 129,775,399 | 129,775,399 | $ 129,775,399 | $ 129,372,841 | ||||||||||||||||||||||||||||
Deemed dividened | 77,267 | $ 91,892 | $ 100,410 | $ 101,386 | $ 106,834 | $ 109,051 | ||||||||||||||||||||||||||
Freight Connections [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares converted | 178,911,844 | |||||||||||||||||||||||||||||||
Shares issued | $ 0.0059 | |||||||||||||||||||||||||||||||
Number of share issued | 178,911,844 | |||||||||||||||||||||||||||||||
Shares issued | 323,740,000 | |||||||||||||||||||||||||||||||
Shares acquisitions, value | $ 9,365,000 | |||||||||||||||||||||||||||||||
Stock issued, value | $ 1,055,580 | |||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Shares acquisitions | 178,911,844 | |||||||||||||||||||||||||||||||
Shares acquisitions, value | $ 178,912 | |||||||||||||||||||||||||||||||
Deemed dividened | ||||||||||||||||||||||||||||||||
Shares Issued upon Exercise of Warrants [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.002 | $ 0.01 | $ 0.002 | $ 0.002 | $ 0.01 | $ 0.002 | ||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 255,841 | $ 363,270 | $ 245,714 | |||||||||||||||||||||||||||||
Number of share issued | 127,920,572 | 181,634,858 | 40,086,207 | 24,571,429 | ||||||||||||||||||||||||||||
Number of cashless exercise of warrants | 127,920,572 | 181,634,858 | 22,142,857 | |||||||||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 245,714 | |||||||||||||||||||||||||||||||
Number of share issued | 40,086,207 | 24,571,429 | ||||||||||||||||||||||||||||||
Number of cashless exercise of warrants | 24,571,429 | |||||||||||||||||||||||||||||||
Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase | 25,000,000 | 70,000,000 | ||||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of share issued | 969,149 | |||||||||||||||||||||||||||||||
Share value | $ 10,000 | |||||||||||||||||||||||||||||||
Fair value of common stock | 10,000 | |||||||||||||||||||||||||||||||
Professional fees | $ 10,000 | |||||||||||||||||||||||||||||||
Maximum [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ 0.014 | |||||||||||||||||||||||||||||||
Minimum [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Share price | $ 0.008 | |||||||||||||||||||||||||||||||
Placement Agent [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase | 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] | ||||||||||||||||||||||||||||||||
Stock issued during period | 30,531,608 | |||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Each year quarter through January 3, 2025 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued during period | 30,531,608 | |||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued, value | $ 1,343,391 | |||||||||||||||||||||||||||||||
Stock issued during period | 122,126,433 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Fair 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 | |||||||||||||||||||||||||||||||
Fair value | $ 255,986 | $ 125,000 | ||||||||||||||||||||||||||||||
Additional paid in capital | 52,508 | |||||||||||||||||||||||||||||||
Deemed dividened | $ 203,478 | |||||||||||||||||||||||||||||||
Chief Operating Officer [Member] | On March 31, 2023 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued during period | 5,408,653 | |||||||||||||||||||||||||||||||
Chief Operating Officer [Member] | On December 31, 2023 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Stock issued during period | 5,408,654 | |||||||||||||||||||||||||||||||
Chief Operating Officer [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0042 | |||||||||||||||||||||||||||||||
Stock issued, value | $ 90,865 | |||||||||||||||||||||||||||||||
Stock issued during period | 21,634,615 | |||||||||||||||||||||||||||||||
Director [Member] | On March 31, 2023 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of restricted stock awards | 1,363,636.50 | |||||||||||||||||||||||||||||||
Director [Member] | Each Year Quarter Through December 31, 2023 [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of restricted stock awards | 1,363,636.50 | |||||||||||||||||||||||||||||||
Director [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0053 | $ 0.0049 | ||||||||||||||||||||||||||||||
Stock issued, value | $ 35,000 | |||||||||||||||||||||||||||||||
Stock issued during period | 7,080,893 | |||||||||||||||||||||||||||||||
Number of restricted stock awards | 5,454,546 | |||||||||||||||||||||||||||||||
Fair value | $ 28,909 | |||||||||||||||||||||||||||||||
Employee [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Non vested shares cancelled | 1,238,095 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Fair value | $ 250,000 | |||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock shares authorized | 1,700,000 | 1,700,000 | 1,700,000 | 1,700,000 | 1,700,000 | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Preferred stock stated par value | $ 0.001 | |||||||||||||||||||||||||||||||
Common stock cancelled, shares | 700,000 | |||||||||||||||||||||||||||||||
Settlement income | $ 700 | |||||||||||||||||||||||||||||||
Shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Series B Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 6 | |||||||||||||||||||||||||||||||
Shares outstanding | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,250,000 | |||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||
Preferred stock shares authorized | 562,250 | 562,250 | 562,250 | 562,250 | 562,250 | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Shares outstanding | 21,418 | 21,418 | 21,418 | 21,418 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 21,418 | 21,418 | 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 | 10,240 | 19,947 | ||||||||||||||||||||||||||||||
Triggering event conversion amount percentage | 125% | |||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 6% | |||||||||||||||||||||||||||||||
Number of share issued | 38,500,868 | 75,000,000 | ||||||||||||||||||||||||||||||
Payment on liquidating damage | $ 24,000 | |||||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock 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 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Series E Convertible Preferred Stock [Member] | Board of Directors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 10,000,000 | 10,000,000 | 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 was $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 E And Series G Preferred Stock [Member] | Eligible Warrants Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase | 309,555,430 | 977,912,576 | 309,555,430 | 309,555,430 | ||||||||||||||||||||||||||||
Shares issued | $ 0.01 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.002 | |||||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 619,111 | $ 500,000 | ||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Shares outstanding | 21,418 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.003 | |||||||||||||||||||||||||||||||
Number of shares of common stock issued upon conversion | 75,000,000 | |||||||||||||||||||||||||||||||
Number of shares converted | 10,240 | 19,947 | ||||||||||||||||||||||||||||||
Number of cashless exercise of warrants | 22,142,857 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of share issued | 38,500,868 | |||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | Eligible Warrants Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.003 | |||||||||||||||||||||||||||||||
Series G Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Preferred stock stated par value | $ 10 | |||||||||||||||||||||||||||||||
Shares outstanding | 475,500 | 475,500 | 475,500 | 575,000 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 475,500 | 475,500 | 475,500 | 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. | |||||||||||||||||||||||||||||||
Warrant to purchase | 19,000,000 | 19,000,000 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||||||||
Preferred stock dividend rate percentage | 6% | |||||||||||||||||||||||||||||||
Number of share issued | 458,238,595 | 43,684,680 | 61,178,746 | 129,272,885 | ||||||||||||||||||||||||||||
Payment made to placement agent | $ 95,000 | |||||||||||||||||||||||||||||||
Fees amount | $ 95,000 | |||||||||||||||||||||||||||||||
Conversion of shares | 70,500 | 29,000 | 42,500 | 92,500 | ||||||||||||||||||||||||||||
Dividend payables | $ 54,911 | $ 20,056 | $ 18,183 | $ 21,134 | ||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares converted | 70,500 | 29,000 | 42,500 | 92,500 | ||||||||||||||||||||||||||||
Warrant exercise price | $ 0.002 | $ 0.01 | $ 0.01 | |||||||||||||||||||||||||||||
Warrants outstanding | 475,500 | |||||||||||||||||||||||||||||||
Accrued dividends payable | $ 54,911 | $ 54,911 | $ 20,056 | $ 18,183 | $ 21,134 | $ 54,911 | $ 18,183 | |||||||||||||||||||||||||
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 | 458,238,595 | 43,684,680 | 61,178,746 | 129,272,885 | ||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | Eligible Warrants Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase | 977,912,576 | |||||||||||||||||||||||||||||||
Shares issued | $ 0.01 | |||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.002 | $ 0.002 | $ 0.002 | |||||||||||||||||||||||||||||
Proceeds from warrant exercises | $ 500,000 | |||||||||||||||||||||||||||||||
Series G Preferred Stock [Member] | Securities Purchase Agreements [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Warrant to purchase | 1,000 | 1,000 | ||||||||||||||||||||||||||||||
Warrant exercise price | $ 0.01 | |||||||||||||||||||||||||||||||
Sale of stock, shares issued | 25,000 | 70,000 | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
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] | ||||||||||||||||||||||||||||||||
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, value | $ 1,910,066 | |||||||||||||||||||||||||||||||
Common stock, par value | $ 0.0059 | |||||||||||||||||||||||||||||||
Series H Preferred Stock [Member] | Freight Connections [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Number of shares converted | 32,374 | |||||||||||||||||||||||||||||||
Shares issued | $ 0.0059 | |||||||||||||||||||||||||||||||
Shares issued | 10,000 | |||||||||||||||||||||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock shares authorized | 1 | 1 | 1 | 1 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Shares outstanding | 1 | 1 | 1 | 0 | ||||||||||||||||||||||||||||
Preferred stock, shares issued | 1 | 1 | 1 | 0 | ||||||||||||||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||
Common stock, shares authorized | 50,000,000,000 | 50,000,000,000 | ||||||||||||||||||||||||||||||
Preferred stock, voting rights | Solely with respect to the Authorized Share Increase Proposal, the Series I Preferred Stock shall have voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders (with the power to take action by written consent in lieu of a stockholders meeting). | |||||||||||||||||||||||||||||||
Common stock, voting rights | On July 27, 2023, the stockholders holding at least 51% of the voting power of the stock of the Company entitled to vote thereon (the “Consenting Stockholders”) consented in writing to amend the Company’s Amended | |||||||||||||||||||||||||||||||
Series I Preferred Stock [Member] | John Mercadante [Member] | ||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||
Ownership percentage | 100% |
ASSIGNMENT FOR THE BENEFIT OF_2
ASSIGNMENT FOR THE BENEFIT OF CREDITORS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Oct. 03, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | ||||
Loss contingency accural payments | $ 200,000 | $ 200,000 | ||
Gain loss related to litigation settlement | $ 200,000 | $ 200,000 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Loss contingency accural payments | $ 50,000 | |||
Gain loss related to litigation settlement | $ 50,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 7 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Oct. 19, 2023 | Jun. 29, 2023 | 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, 2022 | Mar. 31, 2020 | Apr. 06, 2022 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 23, 2023 | Oct. 31, 2022 | |
Cash payment | $ 250,000 | |||||||||||||||||
Shares cancelled | 1,238,095 | |||||||||||||||||
Settlement expense | $ 227,811 | |||||||||||||||||
Demand remains | $ 200,000 | $ 200,000 | ||||||||||||||||
Retention amount | 250,000 | |||||||||||||||||
Damage value to pay | 750,000 | |||||||||||||||||
Invoices paid | 52,328 | |||||||||||||||||
Accrued reserve | $ 52,328 | |||||||||||||||||
[custom:DebtInstrumentDefaultChargesByPlaintiff] | 18% per annum plus late charges of 5% each delinquent payment, plus costs of collection | |||||||||||||||||
Number of shares granted | 34,170,054 | |||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||
Number of option vested | 55,540,101 | |||||||||||||||||
Periodic interest percetange | 6% | |||||||||||||||||
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] | ||||||||||||||||||
Restricted stock, shares | 2,840,909 | |||||||||||||||||
Number of option vested | 2,840,909 | |||||||||||||||||
Chief Financial Officer [Member] | Each year quarter through Decemebr 31, 2022 [Member] | ||||||||||||||||||
Restricted stock, shares | 2,840,909 | |||||||||||||||||
Number of option vested | 2,840,909 | |||||||||||||||||
Chief Financial Officer [Member] | Common Stock [Member] | ||||||||||||||||||
Restricted stock, shares | 11,363,636 | |||||||||||||||||
Restricted stock, valued | $ 255,986 | $ 125,000 | ||||||||||||||||
Common stock, par value | $ 0.011 | |||||||||||||||||
Share based compensation, option vested fair value | $ 125,000 | |||||||||||||||||
Shypdirect LLC [Member] | ||||||||||||||||||
Plaintiff exceeding amount | $ 789,000 | |||||||||||||||||
Six Month Consulting Agreement [Member] | ||||||||||||||||||
Sought damages value | $ 42,000 | $ 42,000 | ||||||||||||||||
Demand remains | $ 42,000 | |||||||||||||||||
Mode And Freight [Member] | Duval County [Member] | ||||||||||||||||||
[custom:TotalDebt] | $ 51,650 | |||||||||||||||||
Principal amounts | $ 52,328 | |||||||||||||||||
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 | |||||||||||||||||
Periodic interest percetange | 25% | |||||||||||||||||
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 | 9 Months Ended | |||||||||||||
Apr. 14, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 08, 2023 | Jul. 13, 2023 | Apr. 21, 2023 | Apr. 17, 2023 | Apr. 01, 2023 | Mar. 01, 2023 | Jan. 17, 2023 | Dec. 31, 2022 | Oct. 31, 2022 | Sep. 22, 2022 | Sep. 16, 2022 | Jul. 07, 2022 | |
Related Party Transaction [Line Items] | |||||||||||||||
Debt instrument interest rate | 6% | ||||||||||||||
Accrued interest | $ 1,083,147 | $ 1,083,147 | $ 837,170 | ||||||||||||
Promissory Notes [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Notes payable | $ 53,275 | $ 83,398 | $ 278,085 | $ 50,634 | $ 196,700 | $ 61,979 | $ 46,416 | ||||||||
Freight Connections [Member] | Promissory Notes [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Notes payable | $ 4,544,671 | ||||||||||||||
Debt instrument interest rate | 10% | 5% | |||||||||||||
Interest expense debt | 307,397 | ||||||||||||||
Principal amounts | 4,544,671 | 4,544,671 | 4,544,671 | $ 15,612 | |||||||||||
Unsecured debt | $ 1,000,000 | ||||||||||||||
Credit facility interest | 12% | ||||||||||||||
Unsecured debt | $ 4,544,671 | ||||||||||||||
Freight Connections [Member] | Promissory Notes [Member] | Executive Officer [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Unsecured debt | 600,000 | 600,000 | $ 100,000 | $ 500,000 | |||||||||||
Unsecured debt | 34,027 | 34,027 | |||||||||||||
Accrued interest | 34,027 | 34,027 | |||||||||||||
Freight Connections [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Outside trucking expense | 407,744 | 1,649,120 | |||||||||||||
Freight Connections [Member] | Related Party [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to related parties | $ 348,396 | $ 348,396 | $ 115,117 |
CONCENTRATIONS (Details Narrati
CONCENTRATIONS (Details Narrative) - Customer Concentration Risk [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 10% | ||
Revenue Benchmark [Member] | Three Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 48.20% | ||
Revenue Benchmark [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 12.10% | ||
Revenue Benchmark [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 17.50% | ||
Revenue Benchmark [Member] | Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 18.60% | ||
Accounts Receivable [Member] | One Customer [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 15% | ||
Accounts Receivable [Member] | Three Customers [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 4,670% | ||
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% |
SCHEDULE OF RIGHT OF USE ASSET
SCHEDULE OF RIGHT OF USE ASSET (Details) - USD ($) | Sep. 30, 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 | (3,009,694) | (627,511) |
Balance of ROU assets | $ 10,490,399 | $ 8,457,083 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY TO ROU ASSET (Details) - USD ($) | Sep. 30, 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 | $ 10,770,921 | $ 8,495,036 |
Less: current portion of lease liabilities | (3,265,828) | (2,081,099) |
Lease liabilities – long-term | $ 7,505,093 | $ 6,413,937 |
SCHEDULE OF LEASE PAYMENTS DUE
SCHEDULE OF LEASE PAYMENTS DUE UNDER OPERATING LEASES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating And Financing Lease Right-of-use Rou Assets And Operating And Financing Lease Liabilities | ||
2024 | $ 4,054,375 | |
2025 | 3,396,170 | |
2026 | 3,017,824 | |
2027 | 1,655,699 | |
2028 | 295,262 | |
Thereafter | 40,493 | |
Total minimum non-cancelable operating lease payments | 12,459,823 | |
Less: discount to fair value | (1,688,902) | |
Total lease liability on September 30, 2023 | $ 10,770,921 | $ 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 ($) | 9 Months Ended | ||||
Feb. 01, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2023 | Dec. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Lease term | 60 months | ||||
Lease liability | $ 10,770,921 | $ 8,495,036 | |||
Operating lease, rent expense | $ 3,308,317 | $ 430,011 | |||
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 | ||||
Lease liability | $ 2,180,356 | ||||
One Year [Member] | Lease Agreement [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Lease term | 24 months | ||||
Monthly base rent expense | $ 8,500 | ||||
Lease liability | $ 2,180,356 | ||||
Two Year [Member] | Lease Agreement [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Lease term | 60 months | ||||
Monthly base rent expense | $ 32,000 |
SCHEDULE OF SECURED PROMISSORY
SCHEDULE OF SECURED PROMISSORY NOTE (Details) - USD ($) | Jul. 31, 2025 | Jul. 31, 2024 | Nov. 08, 2023 | Jul. 28, 2023 | Jul. 31, 2022 | Sep. 30, 2023 |
Subsequent Event [Line Items] | ||||||
Regular interest due | $ 571 | $ 6,501 | ||||
Working capital deficit | $ (11,680,875) | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Total payment due | $ 9,975 | $ 11,637.25 | ||||
Secured Promissory Note One [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment due date | Dec. 01, 2023 | |||||
Outstanding interest due | $ 47,717 | |||||
Regular interest due | ||||||
Principal payment due | 5,283 | |||||
Working capital deficit | ||||||
Total payment due | $ 53,000 | |||||
Secured Promissory Note Two [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment due date | Jan. 01, 2024 | |||||
Outstanding interest due | ||||||
Regular interest due | ||||||
Principal payment due | 53,000 | |||||
Working capital deficit | ||||||
Total payment due | $ 53,000 | |||||
Secured Promissory Note Three [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment due date | Feb. 01, 2024 | |||||
Outstanding interest due | ||||||
Regular interest due | 498 | |||||
Principal payment due | 504,885 | |||||
Working capital deficit | ||||||
Total payment due | $ 505,383 | |||||
Secured Promissory Note Four [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment due date | Aug. 01, 2024 | |||||
Outstanding interest due | ||||||
Regular interest due | 60,088 | |||||
Principal payment due | 504,885 | |||||
Working capital deficit | ||||||
Total payment due | $ 564,973 | |||||
Secured Promissory Note Five [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payment due date | Feb. 01, 2024 | |||||
Outstanding interest due | ||||||
Regular interest due | 30,708 | |||||
Principal payment due | 504,886 | |||||
Working capital deficit | (171,887) | |||||
Total payment due | 363,707 | |||||
Secured Promissory Note [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Outstanding interest due | 47,717 | |||||
Regular interest due | 91,294 | |||||
Principal payment due | 1,572,939 | |||||
Working capital deficit | (171,887) | |||||
Total payment due | $ 1,540,063 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||
Nov. 08, 2023 | Oct. 03, 2023 | Apr. 14, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Apr. 21, 2023 | Apr. 17, 2023 | |
Subsequent Event [Line Items] | |||||||
Gain loss related to litigation settlement | $ 200,000 | $ 200,000 | |||||
Freight Connections [Member] | Promissory Notes [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Unsecured debt | $ 1,000,000 | ||||||
Credit facility interest | 12% | ||||||
Freight Connections [Member] | Promissory Notes [Member] | Executive Officer [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Unsecured debt | $ 600,000 | $ 100,000 | $ 500,000 | ||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Gain loss related to litigation settlement | $ 50,000 | ||||||
Debt purchase price | $ 171,887 |